Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Pledgor Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be and listed on Schedule II) I and any other Equity Interests obtained in the future by such Pledgor and any Grantor and, to the extent certificated, the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded SecuritiesSecurity; (b)(iii) the debt obligations currently issued to any Pledgor (which securities owned by it and listed opposite the name of 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 Grantor on Schedule II)I, (ii) any debt securities obtained in the future issued to by such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such any debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded SecuritiesSecurity; (ciii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (div) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (b) ii), and (ciii) above; and (ev) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the last paragraph of Section 4.01(a), as security for the payment or performance, as the case may be, in full of the its Secured Obligations, 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 (ai) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be including those listed on Schedule III) and any other Equity Interests obtained in the future by such Pledgor Grantor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided, provided that the Pledged Stock shall not include any Excluded SecuritiesProperty; (b)(iii) (A) the debt obligations currently issued to any Pledgor (which listed opposite the name of 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 Grantor on Schedule II)I, (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 (collectively, the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged Debt”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (ciii) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (div) subject to Section 2.063.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clause (iii) above; and (v) all proceeds of any of the foregoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (aiii) through (ev) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of . The Collateral Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Collateral shall include Stock any Equity Interest which is Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performanceEach Domestic Pledgor, as the case may be, in full of to secure the Secured ObligationsObligations of such Domestic Pledgor, and each Pledgor Foreign Pledgor, to secure the Secured Foreign Obligations of such Foreign Pledgor, hereby assigns grants and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, 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) 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 following property (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 (of which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively 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 all certificates or instruments evidencing any and/or all of the foregoing) (the “Initial Pledged CollateralSecurities”); provided(ii) all of such Pledgor’s right, for the avoidance of doubt, that none of the title and interest in and to any Additional Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Securities (and in and to all certificates or instruments evidencing such Additional Pledged Collateral, Securities) (together with the Initial Pledged Securities, the “Pledged Securities”); and (iii) all right, title, interest, powers, privileges proceeds of any and preferences pertaining or incidental thereto, unto all the Collateral Agent, its successors and permitted assigns, for the 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 the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) 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, 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 obligations securities constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the indefeasible payment or performance, as the case may be, in full of 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 (aa)(i) the all Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock and issued by the Borrower, a Subsidiary Loan Party, an Included Entity or an Ohio Joint Venture as of the date hereof shall be listed on Schedule IIClosing Date; (ii) and any other Equity Interests obtained owned in the future by such Pledgor and issued by the Borrower, a Subsidiary Loan Party, an Included Entity, an Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture; (iii) any certificates or other instruments representing all such Equity Interests, if any; (iv) all rights in, to and under each limited liability operating agreement, limited liability company agreement, bylaws and each other organizational document of each Pledged Interests Issuer; and (v) to the extent any Pledged Interest Issuer is a limited liability company or a limited partnership, as a member or partner, as applicable, of such Pledged Interest Issuer (collectively, each subpart of clause (a), the “Pledged Stock”); provided, provided that the (a) 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 interests listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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 SecuritiesI; (cb) subject to Section 2.063.07, all payments of principal or interest, dividendsDividends, Distributions, cash, instruments and other property Property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Stock; (dc) subject to Section 2.06, all rights and privileges of any nature (including, without limitation, the right to vote, take actions or consent to actions in accordance with any limited liability operating agreement, limited liability company agreement, bylaws or other organizational document of a Pledged Interests Issuer, and to participate in the operation of any Pledged Interests Issuer) of such Pledgor with respect to the securities and other property referred Pledged Stock; (d) all General Intangibles relating to in clauses (a), (b) and (c) aboveor arising out of any of the foregoing; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the 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 the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of on the date hereof shall be listed on Schedule IIIII) 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, provided that the Pledged Stock shall not include any Excluded Securities; Property; (b)(ib) (i) the debt obligations securities currently issued to any Pledgor (which such debt obligations securities constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule IIIII), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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, provided that the Pledged Debt Securities shall not include any Excluded Securities; Property; (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) Pledged Stock and (b) above; the Pledged Debt; (d) subject to Section 2.063.06, 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 (a), (b) and clause (c) above; and and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through this clause (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else to the contrary, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower or any Subsidiary of the Borrower due to the fact that such person’s Equity Interests secure any Series of the Other First Lien Obligations affected thereby, then the Equity Interests of such person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such Series of Other First Lien Obligations affected thereby, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Agent with respect only to the relevant Series of Other First Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such person, then the Equity Interests of such person will automatically be deemed to be a part of the Collateral for the relevant Series of Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (other than the relevant Series of Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Series of Other First Lien Obligations are to be applied by the Agent in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Series of Other First Lien Obligations.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Pledgor of the Pledgors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be that are listed on Schedule II10(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 securities owned by it and listed Schedule 11 to the Perfection Certificate, (B) any debt securities 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.1; (d) subject to Section 2.062.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (de) subject to Section 2.062.6, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth, including the final paragraph of Section 3.1.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be 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, provided that the Pledged Stock shall not include any Excluded Securities; Securities or Excluded Property; (b)(ib) (i) the debt obligations currently issued to any listed opposite the name of such Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities obligations in the future issued to such Pledgor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (collectivelythe property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Securities or Excluded Property; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) above; the Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and and (e) all Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through (ed) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Series of Other First Lien Obligations pursuant to the terms of any Other First Lien Agreement, with respect to such Series of Other First Lien Obligations, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower or any Subsidiary of the Borrower due to the fact that such Person’s Equity Interests secure the Other First Lien Obligations affected thereby, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the relevant Series of Other First Lien Obligations affected thereby, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent with respect only to the relevant Series of Other First Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the relevant Series of Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral for the relevant Series of Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (other than the relevant Series of Other First Lien Obligations) at all relevant times or from securing any Series of Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any Proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Series of Other First Lien Obligations are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such Proceeds shall, notwithstanding the terms of Section 4.02 and the First Lien/First Lien Intercreditor Agreement (upon and during the effectiveness thereof), not be applied to the payment of such Series of Other First Lien Obligations.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured 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) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be including those listed on Schedule III) 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, provided that the Pledged Stock shall not include any Excluded Securitiesinclude, (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 currently issued to any listed opposite the name of such Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II)I, (ii) any debt securities in the future issued to such Pledgor 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; (c) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (a) and (b) above; (d) subject to Section 2.063.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, that none Equity Interests of the Borrower shall constitute Pledged Collateral shall include any Excluded PropertyStock and Pledged Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Pledgor of the Pledgors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be that are listed on Schedule II10(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 securities owned by it and listed Schedule 11 to the Perfection Certificate, (B) any debt securities 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.1; (d) subject to Section 2.063.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (de) subject to Section 2.063.6, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth, including the final paragraph of Section 2.1.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) the all Equity Interests of each Subsidiary directly owned by such Grantor held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be and listed on Schedule II) 4 of the Perfection Certificate and any other Equity Interests of Subsidiaries directly owned in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (b) all debt obligations from time to time owed to such Grantor and the promissory notes and instruments evidencing Indebtedness for borrowed money owned by a Grantor and listed opposite the name of such Grantor on Schedule 5 of the Perfection Certificate, and any promissory notes and instruments evidencing Indebtedness for borrowed money obtained in the future by such Pledgor and any certificates representing all such Equity Interests Grantor (collectively, the “Pledged StockDebt”)) ; 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Assets; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of the Pledged Collateral shall not include any Excluded Property. Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) 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, 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 obligations securities constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Pledgor and Guarantor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the 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) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be are listed on Schedule II) II hereto and any other Equity Interests obtained in the future by such Pledgor and any Guarantor and the certificates representing all such Equity Interests (collectively, the “"Pledged Stock”Interests"); provided, provided that the Pledged Stock Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Excluded SecuritiesForeign 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)(ib) (i) the debt obligations currently issued to any securities owned by it which are listed opposite the name of such 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 and Guarantor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Pledgor and Guarantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “"Pledged Debt Securities”"); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (de) subject to Section 2.065, all rights and privileges of such Pledgor and Guarantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”); providedInterests, for any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the avoidance Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of doubttransfer 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, that none 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 Collateral shall include any Excluded PropertySecurities is subject to the terms and conditions of that certain Option Agreement dated September 21, 1998, as amended on September 22, 2000, September 25, 2001, and October 25, 2001, among Tokuyama Corporation, Marubeni Corporation, Marubeni America Corporation, the Issuer and MEMC Pasadena. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, each Pledgor Holdings hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s Holdings’ right, title and interest in, to and under under: (a) the Equity Interests of the Borrower directly owned by it Holdings (which such Equity Interests constituting Pledged Stock as of the date hereof Closing Date 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 (collectively, the “Pledged Borrower 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (cb) subject to Section 2.063.08, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses Pledged Borrower Stock; (a) and (b) above; (dc) subject to Section 2.063.08, all rights and privileges of such Pledgor Holdings with respect to the securities Pledged Borrower Stock and other property referred to in clauses (a), clause (b) and (c) above; and and (ed) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through this clause (ed) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else to the contrary, in the event that Rule 3-16 of Regulation S-X under the Securities Act (as such Rule 3-16 may be amended, modified or interpreted by the SEC, “Rule 3-16”) would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower due to the fact that the Pledged Borrower Stock secures any Series of the Other First Lien Obligations affected thereby, then the Pledged Borrower Stock (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Pledged Collateral securing such Series of Other First Lien Obligations affected thereby, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Agent with respect only to the relevant Series of Other First Lien Obligations. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower, then the Pledged Borrower Stock will automatically be deemed to be a part of the Pledged Collateral for the relevant Series of Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Pledged Borrower Stock and other securities from securing the Secured Obligations (other than the relevant Series of Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Pledged Borrower Stock deemed by this paragraph to no longer constitute part of the Pledged Collateral for the relevant Series of Other First Lien Obligations are to be applied by the Agent in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Series of Other First Lien Obligations.

Pledge. (a) As collateral security for the prompt payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Second Priority Secured Obligations, as of the Closing Date each 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 benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the 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) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Capital Stock as of the date hereof shall be listed on Schedule II) and any other Equity Interests obtained in the future Issuers now owned or hereafter acquired by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged StockShares”); providedwhen used with respect to any one Pledgor, that “Pledged Shares” means the Pledged Stock shall not include any Excluded Securities; (b)(i) the debt obligations currently issued to any Pledgor (Shares in which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on Pledgor has an individual basis, shall be listed on Schedule IIinterest), (ii) subject to Section 5, any debt securities Stock Rights, (iii) the certificates, if any, representing all such Pledged Shares and Stock Rights and (iv) all Proceeds of the collateral described in the future issued to such Pledgor preceding clauses (i), (ii) and (iii) (the 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; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to collateral described in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (eiv) above of this Section 2 being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, for the avoidance of doubt, that none of the Pledged Collateral shall not be deemed to include (a) any Excluded Property. TO HAVE AND TO HOLD General Intangibles or other rights arising under contracts, Instruments, licenses, license agreements or other documents, to the Pledged Collateralextent (and only to the extent) that the grant of a security interest would (i) be prohibited by an enforceable anti-assignment provision of such documents in favor of a third party on such grant, together with all rightunless and until any required consents shall have been obtained, title(ii) give any other party to such contract, interestInstrument, powerslicense, privileges and preferences pertaining license agreement or incidental theretoother document the right to terminate its obligations thereunder, unto the Collateral Agentor (iii) violate any law, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subjectprovided, however, that (1) any portion of any such General Intangible or other such right pursuant to this clause (a) shall constitute Pledged Collateral at the time and to the termsextent that the grant of a security interest therein does not result in any of the consequences specified in subclauses (i) through (iii) above and (2) the limitation set forth in this clause (a) above shall not affect, covenants limit, restrict or impair the grant by a Pledgor of a security interest pursuant to this Agreement in any such General Intangible or other such right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC; (b) any property as to which the Second Priority Collateral Agent and conditions hereinafter set forththe Company reasonably determine (as specified in writing by such Persons) that the costs of obtaining a security interest (or perfecting the same) outweighs the benefit to the Second Priority Secured Parties of the security afforded thereby; (c) any other assets that require perfection exclusively through control agreements under the applicable UCC; or (d) any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would otherwise constitute any of the items described in clauses (a) through (c) above.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Pledgor Grantor hereby collaterally assigns and pledges to the First Lien Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the First Lien Notes Collateral Agent, its successors and permitted assigns, for the 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) (i) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of Grantor on the date hereof shall be hereof, including those listed opposite the name of such Grantor on Schedule IIII hereto, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged StockEquity Interests”); provided, provided that the Pledged Stock Equity Interests shall not include any Excluded Securities; Equity Interests; (b)(ib) (i) the debt obligations currently issued to any Pledgor (which securities owned by such debt obligations constituting Pledged Debt Securities as of Grantor on the date hereof, in each case in excess including those listed opposite the name of $2,000,000 on an individual basis, shall be listed such Grantor on Schedule II)II hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); providedprovided that, that the such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Securities; Assets; (c) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.062.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, for in no event shall the avoidance of doubt, that none of the Pledged Collateral shall include pledge under this Section 2.01 attach to any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthAsset.

Pledge. As security for the payment or performance, as the case may be, in full of 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 under: (a) (i) the Equity Interests directly owned by it such Grantor on the date hereof (which including all such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests Interests, if any (collectively, all the foregoing collectively referred to herein as the “Pledged Stock”); provided, that the Pledged Stock shall not include any Excluded Securities; ; (b)(ii) the debt obligations currently issued to any Pledgor securities held by such Grantor on the date hereof (which including all such debt obligations constituting Pledged Debt Securities as securities listed opposite the name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed such Grantor on Schedule II), (ii) any debt securities in the future issued to such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, all the foregoing collectively referred to herein as the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; ; (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.063.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubthowever, that none notwithstanding any of the Pledged Collateral other provisions set forth in this Section 2, in no event shall include the security interest granted under this Section 2 attach to any Excluded PropertyCollateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, foreveras long as the Obligations remain outstanding; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Parties a security interest in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as Grantor, including those listed opposite the name of the date hereof shall be listed such Grantor on Schedule II, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided, provided that the Pledged Stock Equity Interests shall not include any Excluded SecuritiesAssets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt obligations currently issued to any Pledgor (which securities owned by such debt obligations constituting Pledged Debt Securities as Grantor, including those listed opposite the name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed such Grantor on Schedule II), (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); providedforegoing, for the avoidance of doubt, that none of the Pledged Collateral and Pledged Debt Securities shall not include Excluded Assets of any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthkind.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be 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, provided that the Pledged Stock shall not include any Excluded Securities; Securities or Excluded Property; (b)(ib) (i) the debt obligations currently issued to any listed opposite the name of such Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities obligations in the future issued to such Pledgor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (collectivelythe property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Securities or Excluded Property; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) above; the Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clause (c) above; and (e) all proceeds of any of the foregoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, with respect to the Notes Obligations and, to the extent this paragraph is expressly made applicable with respect to any Other First Lien Obligations pursuant to the terms of any Other First Lien Agreement, with respect to such Other First Lien Obligations, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower or any Subsidiary of the Borrower due to the fact that such Person’s Equity Interests secure the Notes Obligations or the Other First Lien Obligations affected thereby, as applicable, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the Notes Obligations or the relevant Other First Lien Obligations affected thereby, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent with respect only to the Notes Obligations or the relevant Other First Lien Obligations, as applicable. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Notes Obligations or the Other First Lien Obligations, as applicable, in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral for the Notes Obligations or the relevant Other First Lien Obligations, as applicable. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (other than the Notes Obligations and the Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the Notes Obligations or the relevant Other First Lien Obligations, as applicable, are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such proceeds shall, notwithstanding the terms of Section 4.02, not be applied to the payment of the Notes Obligations or such Other First Lien Obligations, as applicable.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby grants, assigns and pledges to the Collateral Agent, together with its permitted successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in in, all of such 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: (ai) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as Grantor, including those listed opposite the name of the date hereof shall be listed Grantor on Schedule IIII hereto, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (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 StockEquity Interests”); provided, provided that the Pledged Stock Equity Interests shall not include any Excluded Securities; Assets; (b)(ii) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as securities owned by Grantor, including those listed opposite the name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed Grantor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Pledgor or otherwise acquired by Grantor and (iii) the 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, provided that the Pledged Debt Securities shall not include any Excluded Securities; Assets; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses any Pledged Equity Interests or any Pledged Debt Securities; (a) and (b) above; (de) subject to Section 2.062.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses paragraphs (a), ) through (b) and (cd) above; and and (ef) all Proceeds of any of the foregoing unless such Proceeds constitute an Excluded Asset (the items referred to in clauses paragraphs (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, for the avoidance of doubt, that none of in no event shall the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthAsset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) 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, provided that (i) the Pledged Stock shall not include any Excluded SecuritiesSecurities 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)(ib) (i) the debt obligations securities currently issued to any Pledgor Grantor (which such debt obligations securities constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured 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 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) the Equity Interests directly shares of capital stock owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be and listed on Schedule II) II hereto and any other Equity Interests shares of capital stock obtained in the future by such the Pledgor and any the certificates representing all such Equity Interests shares (collectively, the “"Pledged Stock”"); provided, provided that the Pledged Stock shall not include any Excluded Securitiesinclude, to the extent that applicable law requires that a subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(ib) (i) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as securities listed opposite the name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “"Pledged Debt Securities”"); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (de) subject to Section 2.065, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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”); provided, for Securities") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the avoidance of doubt, that none 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 Pledged Collateral shall include be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any Excluded Propertyprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, each Pledgor Holdings hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s Holdings’ right, title and interest in, to and under under: (a) the Equity Interests of the Borrower directly owned by it Holdings (which such Equity Interests constituting Pledged Stock as of the date hereof Closing Date 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 (collectively, the “Pledged Borrower 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (cb) subject to Section 2.063.08, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses Pledged Borrower Stock; (a) and (b) above; (dc) subject to Section 2.063.08, all rights and privileges of such Pledgor Holdings with respect to the securities Pledged Borrower Stock and other property referred to in clauses (a), clause (b) and (c) above; and and (ed) all Proceeds of any of the foregoing (the items referred to in clauses (a) through this clause (ed) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Secured Obligations, including each 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 benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a) 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 Equity Interests directly owned by it (which listed on Schedule I, and the certificates, if any, representing all such Equity Interests constituting (the “Pledged Stock as Equity”); (b) the Indebtedness owed to such Grantor and listed opposite the name of the date hereof shall be listed such Grantor on Schedule II) I and any other Equity Interests Indebtedness (including, without limitation, any intercompany notes) directly obtained in the future by such Pledgor Grantor and any certificates representing all such Equity Interests (collectivelythe certificates, 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities Indebtedness (collectively, the “Pledged Debt SecuritiesDebt”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (d) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); providedprovided that notwithstanding anything in the Indenture, for this Agreement or any other Collateral Document to the avoidance contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of doubta security interest in, that and none of the Pledged Collateral shall include include, any Excluded PropertyAssets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be and listed on Schedule II) I and any other Equity Interests obtained in the future by such Pledgor and any Grantor and, to the extent certificated, the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded SecuritiesSecurity; (b)(iii) the debt obligations currently issued to any Pledgor (which securities owned by it and listed opposite the name of 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 Grantor on Schedule II)I, (ii) any debt securities obtained in the future issued to by such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such any debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded SecuritiesSecurity; (ciii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (div) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (b) ii), and (ciii) above; and (ev) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Pledgor of the Grantors hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under (ain each case, as applicable): (i) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be that are listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests of any Subsidiary (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded Securities; Assets; (b)(iii) (A) the debt obligations currently issued to any Pledgor (which securities owned by it and listed opposite the name of 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 Grantor on Schedule II), (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities Pledged Equity and Pledged Debt referred to in clauses (ai) and (bii) above; ; (dv) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”); providedprovided 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 avoidance Securities Act of doubt1933, 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 none 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 shall include for the Securities but only to the extent necessary to not be subject to any Excluded Propertysuch financial statement requirement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The following liens are hereby granted: (i) As collateral security for the payment or and performance, as the case may be, in full of all the Secured Obligations, each Pledgor hereby assigns pledges and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the 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) the Equity Interests directly debt securities owned by it (which such Equity Interests constituting Pledged Stock as listed opposite the name of the date hereof shall be listed Pledgor 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 on Schedule II)II hereto, (ii) any all debt securities in the future issued to such the Pledgor and (iii) the 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”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any and all of the foregoing (all the items referred to in clauses (a) through (e) above being collectively referred to as foregoing, collectively, the “Pledged Securities Collateral”); provided, for however, that, the avoidance of doubtterm “Securities Collateral” shall not include (i) to the extent such pledge would, that none in the good faith judgment of the Pledgor reasonably be expected to result in material adverse tax consequences to the Borrower or its Restricted Subsidiaries, more than 65% of the issued and outstanding shares of the Equity Interests entitled to vote of any first tier Non-US Restricted Subsidiary; (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) any certificated Pledged Securities now or hereafter included in the Securities Collateral shall include be accompanied by stock powers duly executed in blank or other similar instruments of transfer reasonably satisfactory to the Collateral Agent and (b) all other property comprising part of the Securities Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any Excluded Propertyprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Securities Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, 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) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be 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 (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded SecuritiesForeign 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 currently issued to any securities listed opposite the name of such Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (c) subject to Section 2.063.05, all payments of principal or interest, dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, all subscription warrants, rights or options issued thereon or with respect thereto and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.063.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under under: (ai) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be that are listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include (A) Excluded Assets or (B) for the avoidance of doubt, Equity Interests in excess of 65% of the issued and outstanding Equity Interests of (1) any Excluded Securities; Restricted Subsidiary that is a wholly owned Material Domestic Subsidiary that is directly owned by the Borrower or by any Subsidiary Guarantor and that (b)(ix) 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 currently issued to any Pledgor (which securities owned by it and listed opposite the name of 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 Grantor on Schedule II), (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Assets; (ciii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (dv) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Secured Obligations, including the Guarantees of the Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be it, including those listed on Schedule II) I and any other Equity Interests directly obtained in the future by such Pledgor Grantor and any certificates the certificates, if any, representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded SecuritiesAssets; (b)(ib) (i) the debt obligations currently issued owed to any Pledgor (which it and listed opposite the name of 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 Grantor on Schedule II)I, (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 obligations, an aggregate principal amount in excess of $5 million and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded SecuritiesAssets or any intercompany notes evidencing Indebtedness owed by a Grantor to another Grantor; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (d) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of the Pledged Collateral shall not include any Excluded PropertyAssets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be and listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided, provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded SecuritiesForeign 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)(ib) (i) the debt obligations currently issued to any Pledgor (which securities listed opposite the name of 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 Grantor on Schedule II), (ii) any debt securities in the future issued to such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, (c) all other property that may be delivered to and held by the Pledged Debt Securities shall not include any Excluded SecuritiesCollateral Agent pursuant to the terms of this Section 3.01; (cd) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (de) subject to Section 2.063.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of To secure the Secured ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby assigns grant, pledge and pledges assign to the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured Parties, and does hereby grants to create a continuing security interest in favor of the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured PartiesParties in and a lien on, a security interest in all of such Pledgor’s its right, title and interest inin and to the following, whether now existing or hereafter from time to and under (a) 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 time acquired (collectively, the “Pledged StockCollateral”); provided, that the Pledged Stock shall not include any Excluded Securities; ): (b)(ia) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as each of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule IICollateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), (ii) including any debt securities in the future issued to and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Secured Documents to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (iii) the promissory notes and any other instrumentsincluding depository receipts, if any) from time to time representing or evidencing the same, evidencing such debt securities (collectivelyand all dividends, the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion offoregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other Proceeds received action on behalf of and in the name of any of such Pledgor in respect ofof such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the securities referred foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in clauses connection with any of the foregoing; and (aF) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and (b) above; instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) subject all Partnership Interests owned by such Pledgor from time to Section 2.06time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all rights its capital therein and privileges its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with respect full power and authority to demand, receive, enforce, collect or receipt for any of the securities foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property referred at any time and from time to time received, receivable or otherwise distributed in clauses (a), (b) and (c) above; and respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (g) all Proceeds of any and all of the foregoing foregoing; provided that (the items referred x) no Pledgor shall be required at any time to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none pledge hereunder more than 65% of the Pledged Collateral total combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall include be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any Excluded Propertytime and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x). TO HAVE AND TO HOLD Notwithstanding anything to the Pledged Collateralcontrary contained in this Section 3.1 or elsewhere in this Agreement, together with all right, title, interest, powers, privileges each Pledgor and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit Agent (on behalf of the Secured Parties, forever; subject, however, to the terms, covenants ) acknowledges and conditions hereinafter set forth.agrees that:

Pledge. As security for the payment or performance, as the case may be, in full of the 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: (a1) the Equity Interests (a) directly owned by it (which such Equity Interests constituting Pledged Stock Grantor as of the date hereof shall be Closing Date (including those Equity Interests listed on Schedule III) and any other Equity Interests (b) obtained in the future by such Pledgor and any Grantor after the Closing Date and, in each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (the Equity Interests described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii2) 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 Grantor after the Closing Date and having an aggregate principal amount in excess of $15 million, in each case, other instrumentsthan any Excluded Assets (the instruments described in the foregoing clauses (a) and (b), if anycollectively, evidencing such debt securities (collectivelybut excluding any Excluded Assets, the “Pledged Debt Securities”); providedin each case, that the 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 shall not include any (except to the extent constituting an Excluded Securities; Asset or otherwise excluded from the Collateral pursuant to this Agreement); (c3) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in the foregoing clauses (a1) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a2), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.;

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests in each 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 Subsidiary obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided, provided that the Pledged Stock shall not include any Excluded SecuritiesAsset; (b)(i) the debt obligations securities currently issued to any Pledgor (which such debt obligations securities constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (aSection 2.01(a) and (b) above); (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (aSection 2.01(a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for its own benefit and the 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 (a) the under: 2.1 all shares of capital stock, limited liability company membership interests and other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock each Pledgor, including in each entity designated as of the date hereof shall be listed an “Issuer” on Schedule II) I hereto (each an “Issuer”), and any shares of capital stock, limited liability company membership interests or other Equity Interests obtained in the future by such Pledgor each Pledgor, and any the stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other Equity Interests (collectively, the “Pledged StockSecurities”); providedprovided however, that the Pledged Stock Securities shall not include include, and the security interest shall not attach to: (i) equity interests in joint ventures or any Excluded Securities; (b)(i) non-wholly-owned Subsidiaries, but only to the debt obligations currently issued to any Pledgor (which extent that the organizational documents or other agreements with other equity holders do not permit or restrict the pledge of such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II)equity 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 capital stock of one or more Foreign Subsidiaries and (iii) the promissory notes equity interests in any Unrestricted Subsidiary; 2.2 all other Investment Property that may be delivered to, and any other instruments, if any, evidencing such debt securities (collectivelyheld by, the “Pledged Debt Securities”); providedTerm Loan Collateral Agent, that as agent for the Pledged Debt Securities shall not include any Excluded Securities; (c) Collateral Agent and the other Credit Parties, among others, pursuant to the terms of the Intercreditor Agreement, or the Collateral Agent pursuant to the terms hereof; 2.3 subject to Section 2.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities and other Investment Property referred to in clauses (a) 2.1 and (b) 2.2 above; (d) ; 2.4 subject to Section 2.066, all rights and privileges of such each Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b) 2.2, and (c) 2.3 above; and (e) and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (e) above 2.4 being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the Secured other Credit Parties, foreveruntil (i) the Commitments have expired or been terminated (ii) all of the Secured Obligations have been paid in full in cash or otherwise satisfied (other than any indemnity obligation for unasserted claims that by its terms survives the termination of this Agreement or the Credit Agreement) (iii) all L/C Obligations have been reduced to zero (or fully cash collateralized in a manner reasonably satisfactory to the applicable L/C Issuer and the Administrative Agent), and (iv) the L/C Issuers have no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Term Loan Collateral Agent or the Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Term Loan Collateral Agent and the Collateral Agent and by such other instruments and documents as the Term Loan Collateral Agent and the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Term Loan Collateral Agent and the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the 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 title, interest in, powers, privileges and preferences pertaining or incidental thereto, to and under (aa)(i) the Equity Interests directly owned by it such Grantor on the date hereof (which including all such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates representing all such Equity Interests (collectively, 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 Excluded Securities; 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 currently issued to any Pledgor securities held by such Grantor on the date hereof (which including all such debt obligations constituting Pledged Debt Securities as securities listed opposite the name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed such Grantor on Schedule II), (ii) any debt securities in the future issued to such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, all the foregoing collectively referred to herein as the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (de) subject to Section 2.063.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding anything herein to the contrary, for in no event shall the avoidance of doubtsecurity interest granted hereunder attach to, that none of and the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD 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 benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthExcluded Assets.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of Grantor on the date hereof shall be and listed on Schedule II) II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, collectively referred to herein as the “Pledged Stock”); provided, 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 SecuritiesEquity Interests; (b)(ib) (i) the debt obligations currently issued to any Pledgor securities held by such Grantor on the date hereof (which including all such debt obligations constituting Pledged Debt Securities as securities listed opposite the name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed such Grantor on Schedule II), (ii) any debt securities in the future issued to such Pledgor Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, all the foregoing collectively referred to herein as the “Pledged Debt Securities”); provided, (c) all other property that may be delivered to and held by the Pledged Debt Securities shall not include any Excluded SecuritiesCollateral Agent pursuant to the terms of this Section 3.01; (cd) subject to Section 2.063.06, all payments of principal or dividends, interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (de) subject to Section 2.063.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a) 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 Grantor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided, provided that the Pledged Stock shall not include any Excluded SecuritiesEquity Interests; (b)(ib) (i) the debt obligations securities currently issued to any Pledgor Grantor and all other debt owing to any Grantor (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, hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor Grantor and any other debt which may in the future be owing to any Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded SecuritiesAsset; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for its own benefit and the 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 (a) the under: 2.1 all shares of capital stock, limited liability company membership interests and other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock each Pledgor, including in each entity designated as of the date hereof shall be listed an “Issuer” on Schedule II) I hereto (each an “Issuer”), and any shares of capital stock, limited liability company membership interests or other Equity Interests obtained in the future by such Pledgor each Pledgor, and any the stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other Equity Interests (collectively, the “Pledged StockSecurities”); providedprovided however, that the Pledged Stock Securities shall not include include, and the security interest shall not attach to: (i) equity interests in joint ventures or any Excluded Securities; (b)(i) non-wholly-owned Subsidiaries, but only to the debt obligations currently issued to any Pledgor (which extent that the organizational documents or other agreements with other equity holders do not permit or restrict the pledge of such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II)equity 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 capital stock of one or more Foreign Subsidiaries and (iii) the promissory notes equity interests in any Unrestricted Subsidiary; 2.2 all other Investment Property that may be delivered to, and any other instruments, if any, evidencing such debt securities (collectivelyheld by, the “Pledged Debt Securities”); providedABL Collateral Agent, that as agent for the Pledged Debt Securities shall not include any Excluded Securities; (c) Collateral Agent and the other Credit Parties, among others, pursuant to the terms of the Intercreditor Agreement, or the Collateral Agent pursuant to the terms hereof; 2.3 subject to Section 2.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities and other Investment Property referred to in clauses (a) 2.1 and (b) 2.2 above; (d) ; 2.4 subject to Section 2.066, all rights and privileges of such each Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b) 2.2, and (c) 2.3 above; and (e) and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (e) above 2.4 being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the Secured other Credit Parties, foreveruntil (i) the Commitments have expired or been terminated and (ii) all of the Secured Obligations have been paid in full in cash or otherwise satisfied (other than any indemnity obligation for unasserted claims that by its terms survives the termination of this Agreement or the Credit Agreement); subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent or the ABL Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and the ABL Collateral Agent and by such other instruments and documents as the Collateral Agent and the ABL Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent and the ABL Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for In order to secure the payment or performance, as the case may be, in full and performance when ------ due of all the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agentpledges, its successors and permitted assigns, for the benefit of the Secured Parties, transfers and hereby grants to the Collateral Agent, Secured Party for its successors benefit and permitted assigns, for the 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 (collectively, the "Pledged Collateral"): (a) the Equity Interests directly owned by it shares of common stock of Coaxial Communications of Central Ohio, Inc. ("Central") set forth on Schedule I hereto (the "Pledged Shares") ---------- (which such Equity Interests constituting are and shall remain at all times until this Agreement terminates, certificated shares), including the certificates representing the Pledged Stock as Shares and any interest of Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares; (b) all additional shares of common stock of Central from time to time acquired by Pledgor in any manner (which are and shall remain at all times until this Agreement terminates, certificated shares) which additional shares shall be deemed to be part of the date hereof shall be listed on Schedule II) Pledged Shares, including the certificates representing such additional shares and any other Equity Interests obtained interest of Pledgor in the future by such Pledgor and entries on the books of 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 on Schedule II), (ii) any debt securities in the future issued financial intermediary pertaining to such Pledgor and (iii) the 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; additional shares; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments options, warrants, rights, instruments, distributions, returns of capital, income, profits and other property property, interests or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion ofPledged Shares (collectively, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; "Distributions"); (d) subject to Section 2.06, all rights and privileges of "proceeds" (as such Pledgor with respect to term is defined in the securities and Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or under other property referred to in clauses (a), (brelevant law) and (c) above; and (e) all Proceeds of any of the foregoing foregoing, and in any event, including, without limitation, any and all (i) proceeds of any insurance (except payments made to a Person which is not a party to this Agreement), indemnity, warranty or guarantee payable to the items referred Secured Party or to in clauses (a) through (e) above being collectively referred Pledgor from time to as time with respect to any of the “Pledged Collateral”); provided, for the avoidance (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 doubt, that none all or any part of the Pledged Collateral shall include by any Excluded Property. TO HAVE AND TO HOLD governmental authority (or any person acting under color of a governmental authority), (iii) instruments representing obligations to pay amounts in respect of the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit (iv) products of the Secured PartiesPledged Collateral, forever; subject, however, 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 the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the 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 on Schedule II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”)Interests; provided, provided that the Pledged Stock pledged Equity Interests 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (cb) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (dc) subject to Section 2.062.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (cb) above; and (ed) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged CollateralStock”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of 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 benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under (ain each case, as applicable): (i) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be that are listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests of any Subsidiary (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded Securities; Assets; (b)(iii) (A) the debt obligations currently issued to any Pledgor (which securities owned by it and listed opposite the name of 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 Grantor on Schedule II), (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities Pledged Equity and Pledged Debt referred to in clauses (ai) and (bii) above; ; (dv) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”); providedprovided that, for notwithstanding anything to the avoidance contrary in this Agreement, (i) this Agreement shall not constitute a grant of doubt, that none of the Pledged Collateral shall include security interest in any Excluded PropertyAsset and (ii) no Grantor shall be required to take steps to perfect the security interest in the Collateral granted hereunder (a) by indicating such security interest on the certificate of title for any motor vehicle or other asset that is covered by a certificate of title, (b) by entering into any control agreements or control arrangements (including with respect to Deposit Accounts, Securities Accounts, Commodity Accounts or Letter-of-Credit Rights), or (c) by making any fixture filings with respect to fixtures or as-extracted collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The following liens are hereby granted: (i) As collateral security for the payment or and performance, as the case may be, in full of all the Secured Obligations, each Pledgor hereby assigns pledges and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the 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) all the shares of capital stock and other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be it, including those listed on Schedule II) II hereto and any shares of capital stock and other Equity Interests obtained in the future by such Pledgor and any certificates the certificates, if any, representing all such Equity Interests shares or interests (collectively, the “Pledged Stock”); provided, that (b) (i) all debt securities owned by it listed opposite 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 name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed Pledgor on Schedule II)II hereto, (ii) any all debt securities in the future issued to such the Pledgor and (iii) the 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”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any and all of the foregoing (all the items referred to in clauses (a) through (e) above being collectively referred to as foregoing, collectively, the “Pledged Securities Collateral”); provided, for however, that, the avoidance of doubtterm “Securities Collateral” shall not include (i) to the extent such pledge would, that none in the good faith judgment of the Pledgor reasonably be expected to result in material adverse tax consequences to the Borrower or its Restricted Subsidiaries, more than 65% of the issued and outstanding shares of the Equity Interests entitled to vote of any first tier Non-US Restricted Subsidiary; (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) any certificated Pledged Securities now or hereafter included in the Securities Collateral shall include be accompanied by stock powers duly executed in blank or other similar instruments of transfer reasonably satisfactory to the Collateral Agent and (b) all other property comprising part of the Securities Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any Excluded Propertyprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Securities Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for the payment or performance, as the case may be, and performance in full of all the Secured Obligations, each Pledgor hereby assigns and pledges grants to the Collateral Agent, for its successors benefit and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in 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) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as all 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 following property, wherever located, whether now owned or existing, or hereafter arising or acquired from time to time (collectively, the “Pledged StockSecurity Agreement Collateral”); provided, that the Pledged Stock shall not include any Excluded Securities; ): (b)(ii) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), all Accounts; (ii) any debt securities in the future issued to such Pledgor and 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 promissory notes and any other instruments, if any, evidencing such debt securities foregoing; (collectively, xviii) to the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall extent not include any Excluded Securities; (c) subject to Section 2.06otherwise included above, all payments Collateral Records, Collateral Support and Supporting Obligations relating to any and/or all of principal 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 interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (foregoing; it being understood that, subject to the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none other provisions hereof and of the Pledged Collateral Credit Agreement, the foregoing grant of a security interest shall include not diminish any Excluded Pledgor’s exclusive right and license to use, or grant to other persons license or sublicenses in, the Intellectual Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, performance in full of the Secured 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 benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in 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: (ai) all Equity Interests held by it, including without limitation, the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be are listed on Schedule II) , and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any (A) Excluded Securities; Assets or (b)(iB) for the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as avoidance of the date hereofdoubt, in each case Equity Interests in excess of $2,000,000 on an individual basis65% 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, shall be including without limitation, the debt securities which are listed opposite the name of such Grantor on Schedule II), (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, ; (iii) all other property that may be delivered to and held by the Pledged Debt Securities shall not include any Excluded Securities; Collateral Agent pursuant to the terms of this Agreement; (civ) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (dv) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided, for . For the avoidance of doubt, that none of the neither “Pledged Collateral Collateral” nor any defined term used therein shall include any Excluded PropertyAssets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Pledgor Grantor hereby collaterally assigns and pledges to the Second Lien Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Second Lien Notes Collateral Agent, its successors and permitted assigns, for the 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) (i) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of Grantor on the date hereof shall be hereof, including those listed opposite the name of such Grantor on Schedule IIII hereto, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged StockEquity Interests”); provided, provided that the Pledged Stock Equity Interests shall not include any Excluded Securities; Equity Interests; (b)(ib) (i) the debt obligations currently issued to any Pledgor (which securities owned by such debt obligations constituting Pledged Debt Securities as of Grantor on the date hereof, in each case in excess including those listed opposite the name of $2,000,000 on an individual basis, shall be listed such Grantor on Schedule II)II hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); providedprovided that, that the such Pledged Debt Securities shall not include any Pledged Debt Securities constituting Excluded Securities; Assets; (c) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d) subject to Section 2.062.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, for in no event shall the avoidance of doubt, that none of the Pledged Collateral shall include pledge under this Section 2.01 attach to any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthAsset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations of such Grantor, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) all Equity Interests held by it on the Closing Date in the Borrower and any Restricted Subsidiary, including, without limitation, 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) 1 and any other Equity Interests in the Borrower and any Restricted Subsidiary obtained in the future by such Pledgor Grantor and any the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded SecuritiesEquity; (b)(iii) (A) the debt obligations currently issued to any Pledgor (which securities owned by it on the Closing Date including, without limitation, the debt securities listed opposite the name of 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 Grantor on Schedule II)1, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectivelythe debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (ciii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (div) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (ev) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of in no event shall the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby grants, assigns and pledges to the Collateral Agent, together with its permitted successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in in, all of such 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) the (i) Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as Grantor, including those listed opposite the name of the date hereof shall be listed such Grantor on Schedule IIII hereto, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (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 StockEquity Interests”); provided, provided that the Pledged Stock Equity Interests shall not include any Excluded Securities; Assets; (b)(ib) (i) the debt obligations currently issued to any Pledgor (which securities owned by such debt obligations constituting Pledged Debt Securities as Grantor, including those listed opposite the name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed such Grantor on Schedule II)II hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor Grantor and (iii) the 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, provided that the Pledged Debt Securities shall not include any Excluded Securities; Assets; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses any Pledged Equity Interests or any Pledged Debt Securities; (a) and (b) above; (de) subject to Section 2.062.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses paragraphs (a), ) through (b) and (cd) above; and and (ef) all Proceeds of any of the foregoing unless such Proceeds constitute an Excluded Asset (the items referred to in clauses paragraphs (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, for the avoidance of doubt, that none of in no event shall the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthAsset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule IISchedules 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 (collectively, the “Pledged Stock”); provided, provided that the Pledged Stock shall not include any Excluded Securities; Equity Interests, (b)(i) the debt obligations securities currently issued to any Pledgor (which such debt obligations securities constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule IISchedules 7(a) and 7(b) to the Perfection Certificate), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; above and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); providedprovided that with respect to the Costa Rican Subsidiary, for the avoidance of doubt, that none of the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under under (ai) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be that are listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”)) 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, provided that the Pledged Stock Equity shall not include any (a) Excluded Securities; Assets and (b)(ib) the Equity Interests of an Immaterial Subsidiary; (ii) (A) the debt obligations currently issued to any Pledgor (which securities owned by it and listed opposite the name of 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 Grantor on Schedule II), (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (dv) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or performanceotherwise) of all Obligations (as defined in the Credit Agreement), as together with, without limitation, the case may beprompt payment of all expenses, in full including, without limitation, reasonable Attorney Costs, incidental to the collection of the Secured ObligationsObligations and the enforcement or protection of the Agent's Lien in and 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 benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesLenders, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) 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 following (collectively, the “"Pledged Stock”Collateral"); provided, that except as specifically provided in Section 6, below: (i) the Pledged Stock shall not include any Excluded Securities; (b)(i) Securities owned or held by the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, that certificates representing the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, and 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 clauses (a) and (b) above; (d) subject to Section 2.06cash, 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), (b) and (c) above; and (e) respect of or in exchange for any or all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthsuch shares.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in in, all of such PledgorGrantor’s right, title and interest in, to and under (ai) the shares of capital stock and other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of on the date hereof shall be (including all such shares and Equity Interests listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor Grantor, and any the certificates representing all such the foregoing shares and Equity Interests (collectively, the “Pledged Stock”); provided, provided that the Pledged Stock shall not include any Excluded SecuritiesEquity Interests; (b)(iii) all debt securities or Indebtedness (including intercompany Indebtedness) held by it on the debt obligations currently issued to any Pledgor date hereof (which including all 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 securities or Indebtedness listed on Schedule II)) and, (ii) to the extent required hereunder, any debt securities or Indebtedness in the future issued to or held by such Pledgor Grantor, and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities or Indebtedness (collectively, the “Pledged Debt Securities”); provided, (iii) all other property that may be pledged to the Pledged Debt Securities shall not include any Excluded SecuritiesCollateral Agent pursuant to the terms of this Section 3.01; (civ) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); providedprovided that neither the Pledged Stock, for the avoidance of doubt, that none of Pledged Debt Securities nor the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured 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) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be 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, provided that the Pledged Stock shall not include any Excluded Securities; (b)(ii) (A) (i) the debt obligations currently issued to any listed opposite the name of such Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such 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; (c) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.063.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ec) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the 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 the Secured Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be and listed on Schedule II) I and any other Equity Interests obtained in the future by such Pledgor and any Grantor and, to the extent certificated, the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded SecuritiesSecurity; (b)(iii) the debt obligations currently issued to any Pledgor (which securities owned by it and listed opposite the name of 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 Grantor on Schedule II)I, (ii) any debt securities obtained in the future issued to by such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such any debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded SecuritiesSecurity; (ciii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (div) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (b) ii), and (ciii) above; and (ev) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubthowever, that none of the in no event shall Pledged Collateral shall include any Excluded PropertyInvestment Property with respect to which a Grantor is treated as having a “security entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Section 3. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be 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, provided that the Pledged Stock shall not include any Excluded Securities; Securities or Excluded Property; (b)(ib) (i) the debt obligations currently issued to any such Pledgor, including those listed opposite the name of such Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities obligations in the future issued to such Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (collectivelythe property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Securities or Excluded Property; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) above; the Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and and (e) all Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through (ed) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be 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, provided that the Pledged Stock shall not include any Excluded Securities; Property; (b)(ib) (i) the debt obligations currently issued to any listed opposite the name of such Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities obligations in the future issued to such Pledgor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (collectivelythe property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Property; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) above; the Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and clause (c) above; and and (e) all Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through (ed) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Issuer or any Subsidiary of the Issuer due to the fact that such Person’s Equity Interests secure the Secured Obligations affected thereby, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the Secured Obligations affected thereby, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent with respect only to the relevant Secured Obligations. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the relevant Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral for the relevant Secured Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any Proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Secured Obligations are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such Proceeds shall, notwithstanding the terms of Section 4.02 and the Second Lien Intercreditor Agreement, not be applied to the payment of such Secured Obligations.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Bridge Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Bridge Collateral Agent, its successors and permitted assigns, for the 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 (ai) 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 directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) I and any other Equity Interests in any Wholly-Owned Restricted Subsidiary obtained in the future by such Pledgor Grantor and any the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded SecuritiesEquity; (b)(iii) (A) the debt obligations currently issued to any Pledgor (which securities owned by it on the Closing Date including, without limitation, the debt securities listed opposite the name of 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 Grantor on Schedule II)I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectivelythe debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (ciii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (div) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and (ev) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of in no event shall the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Bridge Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor including the Guaranty, Springleaf hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in (i) all of such PledgorSpringleaf’s right, title and interest in, to and under (a) all Equity Interests issued by the Borrower and any successor entity, including in any event the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed identified on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests I hereto (collectively, the “Pledged StockEquity”); 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Equity; (diii) subject to Section 2.06, all rights and privileges of such Pledgor Springleaf with respect to the securities and other property referred to in clauses (a), (bi) and (cii) above; and (eiv) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (eiv) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubthowever, that none the maximum amount of Secured Obligations that is secured hereunder is limited to an amount equal to (a) 10% of the Pledged Collateral shall include any Excluded PropertyConsolidated Net Worth of Springleaf (as defined in and calculated in accordance with, the Existing Indenture as in effect on the Restatement Effective Date) less (b) the aggregate principal amount of Indebtedness secured by Liens on assets of Springleaf and its Subsidiaries as shown on Schedule 9.10 to the Disclosure Letter. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor the Parent hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgorthe Parent’s right, title and interest in, to and under (a) the Equity Interests directly shares of capital stock of Holdings owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be and listed on Schedule II) I and any other Equity Interests of Holdings obtained in the future by such Pledgor the Parent and any the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided, provided that the Pledged Stock shall (i) not include any Excluded Securities; (b)(i) to the debt obligations currently issued to any Pledgor (which extent applicable law requires that Holdings issue directors’ qualifying shares, such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), qualifying shares and (ii) subject to clause (i), include all the Equity Interests of the surviving entity of any debt securities in merger of Holdings and the future issued to such Pledgor Borrower permitted under the Credit Agreement and (iii) the 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; (cb) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through and (eb) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each 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 (the "Pledged Collateral"): (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as Shares and the certificates representing the Pledged Shares, and all products and proceeds of any 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 (collectivelyPledged Shares including, 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (c) subject to Section 2.06without 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 ofof or in exchange for any or all of such additional Pledged Shares; and (c) the Pledged Notes and the instruments representing the Pledged Notes, and all products and proceeds of the securities referred Pledged Notes, including, without limitation, all interest and principal payments, instruments, and other property from time to time received, receivable or otherwise distributed in clauses (a) and (b) aboverespect of or in exchange for the Pledged Notes; and (d) subject all additional promissory notes of Holdings from time to Section 2.06time 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 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), (b) and (c) aboverespect of or in exchange for any such additional promissory notes; and and (e) all Proceeds 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 (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthPledgor.

Pledge. As collateral security for the payment or performance, as the case may be, and performance in full of all the Secured Obligations, each Pledgor Grantor hereby pledges and assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesLender, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesLender, a Lien on and security interest in and to, all of such Pledgor’s the right, title and interest of such Grantor in, to and under (a) 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) following property, wherever located, and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests whether now existing or hereafter arising or acquired from time to time (collectively, the “"Pledged Stock”); providedCollateral"): (a) all Secured Collateral; (b) to the extent not covered by clause (a) of this sentence, that all proceeds and products of each of the Pledged Stock shall not include foregoing, all books and records at any Excluded Securities; (b)(i) the debt obligations currently issued time evidencing or relating to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereofforegoing, in all supporting obligations related thereto, and all accessions of and to, substitutions and replacements for, and profits and products of, each case in excess of $2,000,000 on an individual basisthe foregoing, shall be listed on Schedule II)and any and all proceeds of any insurance, (ii) any debt securities in the future issued indemnity, warranty or guaranty payable to such Pledgor and (iii) the 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; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property Grantor from time to time received, receivable or otherwise distributed in with respect of, in exchange for or upon to any of the conversion of, and all other Proceeds received in respect of, foregoing. Notwithstanding anything to the securities referred to contrary contained in clauses (a) and (b) above; (d) subject to Section 2.06, all rights the security interest created by this Agreement shall not extend to, and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “term "Pledged Collateral”); provided" shall not include, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Equity, provided that, if any Excluded Equity would have otherwise constituted Pledged Collateral, together with when such property shall cease to be Excluded Equity, such property shall be deemed at all right, title, interest, powers, privileges times from and preferences pertaining or incidental thereto, unto after the Collateral Agent, its successors and permitted assigns, for date hereof to constitute Pledged Collateral. The Grantors shall from time to time at the benefit request of the Secured Parties, forever; subject, however, Lender give written notice to the terms, covenants Lender identifying in reasonable detail the Excluded Equity (and conditions hereinafter set forthstating in such notice that such Excluded Equity constitutes "Excluded Equity") and shall provide to the Lender such other information regarding the Excluded Equity as the Lender may reasonably request.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Secured 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 benefit of the Secured Parties, and hereby grants to the Collateral Agent, Administrative Agent and its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (a) 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 Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) I, and any other Equity Interests obtained in the future by such Pledgor and any certificates certificates, if any, representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, that the Pledged Stock shall not include any Excluded Securities; (b)(ib) the debt obligations currently issued Indebtedness owed to any Pledgor (which such debt obligations constituting Pledged Debt Securities as Grantor and listed opposite the name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed such Grantor on Schedule II)I 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 Grantor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Indebtedness (collectively, the “Pledged Debt SecuritiesDebt”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (d) subject to Section ‎Section 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) ‎(b), and (c‎(c) above; and (e) subject to ‎Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (a‎(a) through (e‎(e) above being collectively referred to as the “Pledged Collateral”); providedprovided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, for the avoidance nothing in this Agreement shall constitute or be deemed to constitute a grant of doubta security interest in, that and none of the Pledged Collateral shall include include, any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured 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 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 (aa)(i) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be and listed on Schedule II) II hereto and any other Equity Interests shares of capital stock of the Parent Borrower or any Subsidiary obtained in the future by such Pledgor and any the certificates representing all such Equity Interests shares and (ii) any shares of capital stock of Know▇▇▇ ▇▇▇ctronics Japan K.K. obtained in the future by the Parent Borrower and the certificates representing all such shares (collectively, the “"Pledged Stock”"); provided, provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Excluded SecuritiesForeign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b)(ib) (i) the debt obligations currently issued to any securities listed opposite the name of such Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II)II hereto, (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “"Pledged Debt Securities”"); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (d) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (de) subject to Section 2.065, all rights and privileges of such the Pledgor with respect to the Equity Interests, securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"). Upon delivery to the Administrative Agent, (a) any certificates with respect to Equity Interests, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”); provided, for Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the avoidance of doubt, that none 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 Pledged Collateral shall include be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any Excluded Propertyprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Issuer or any Subsidiary of the Issuer due to the fact that such Person’s Equity Interests secure the Secured Obligations, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the Secured Obligations, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Second-Priority Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral (but only to the extent that will not result in such Person being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Second-Priority Secured Party, to the extent necessary to subject such portion of the Regulation S-X Excluded Collateral to a Lien in favor of the Collateral Agent.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured 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) the shares of capital stock and other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be and listed on Schedule II) and , any other Equity Interests obtained in the future by such Pledgor in respect of its Equity Interests in the issuers identified on Schedule II hereto to the extent that such Equity Interests are not pledged under the U.S. Collateral Agreement and any the certificates representing all such Equity Interests (collectively, the “"Pledged Stock”"); provided, provided that the Pledged Stock shall not include any Excluded Securities; (b)(i) to the debt obligations currently issued to any extent applicable law requires that a Subsidiary of such Pledgor (which issue directors' qualifying shares, such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II)shares or nominee or other similar shares, (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (cb) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and above, (b) above; (dc) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b) above and (c) above; and (ed) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “"Pledged Collateral”"); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (aa)(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 it such Grantor, including those set forth opposite the name of such Grantor (which as the owner of such Equity Interests constituting Pledged Stock as of the date hereof shall be listed Interest) on Schedule II, and (ii) all certificates and any other Equity Interests obtained in the future by such Pledgor and any certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided, that the Pledged Stock shall not include any Excluded Securities; (b)(i) any debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the debt obligations currently issued to any Pledgor (which name of 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 Grantor on Schedule II), and (ii) any debt securities in the future issued to such Pledgor and (iii) the all promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 2.063.06, all rights and privileges of such Pledgor Grantor with respect to the securities 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 (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s Grantors’ right, title and interest in, to and under under: (ai) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be that are listed on Schedule II) II and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded Securities; Assets; (b)(iii) (A) the debt obligations currently issued to any Pledgor (which securities owned by it and listed opposite the name of 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 Grantor on Schedule II), (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (dv) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Pledgor of the Grantors hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under under (ai) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock that are listed as of required to be pledged to the date hereof shall be listed Administrative Agent on Schedule II5(a) to the Perfection Certificate and any other Equity Interests obtained in the future by such Pledgor Grantor and any the certificates representing all such Equity Interests of a wholly owned Restricted Subsidiary (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded Securities; Assets; (b)(iii) (A) the debt obligations currently issued to any Pledgor (which securities owned by it and listed opposite the name of 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 Grantor on Schedule II)6 to the Perfection Certificate, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the 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 (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided further that the Pledged Debt Securities shall not include any Excluded Securities; Assets; (ciii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (dv) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the 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 on Schedule II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”)Interests; provided, provided that the Pledged Stock pledged Equity Interests 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (cb) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (dc) subject to Section 2.062.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (cb) above; and (ed) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged CollateralStock”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests secure Obligations, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Noteholder Obligations, each Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral AgentPledgee, its successors and permitted assigns, for the benefit of itself and the other Noteholder Secured Parties, and hereby grants to the Collateral AgentPledgee, its successors and permitted assigns, for the benefit of itself and the other Noteholder Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (ai) any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests directly Interests”) owned by it (such Pledgor which such Equity Interests constituting Pledged Stock as of the date hereof shall be are initially listed on Schedule II) II hereto and any other Equity Interests obtained in the future by such Pledgor and any the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided, that the Pledged Stock Equity Interests of each Foreign Subsidiary of a Pledgor shall not be limited, in the aggregate, to the pledge of 65% of the voting Equity Interests of such Foreign Subsidiary, notwithstanding the delivery by any Pledgor to Pledgee of a stock or other certificate representing in excess of such percentage ownership, and in no event shall Equity Interests include any Excluded Securitiesjoint venture interests (to the extent prohibited by the organization documents of the relevant joint venture) or the stock of Unrestricted Subsidiaries; (b)(iii) (A) the debt obligations currently issued to any securities owned by it which are listed opposite the name of such Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II)II hereto, (iiB) any other debt securities in the future issued to such Pledgor Pledgor; and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securitiessecurities; (ciii) all other property that may be delivered to and held by Pledgee pursuant to the terms hereof; (iv) subject to Section 2.067 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (ai) and (bii) above; (dv) subject to Section 2.067 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all Proceeds proceeds (as such term is defined in the UCC) of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided. Without limiting the foregoing, Pledgee is hereby authorized to file one or more financing statements, continuation statements or other filings or documents for the avoidance purpose of doubtperfecting, that none confirming, continuing, enforcing or protecting the security interest granted by each Pledgor hereunder, without the signature of any Pledgors, and naming any Pledgor or the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges Pledgors as debtors and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthPledgee as secured party.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the Collateral Agent, its successors and permitted assigns, payment of amounts that would become due but for the benefit operation of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit automatic stay under Section 362(a) of the Secured PartiesBankruptcy Code, a security interest in 11 U.S.C.‌ (i) all debt securities of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly Borrower or any Subsidiary of the Borrower owned by it (which such Equity Interests constituting Pledged Stock as it, including without limitation those listed opposite the name of the date hereof shall be listed Borrower 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 on Schedule II)I hereto, (ii) any debt securities of the Borrower or any Subsidiary of the Borrower obtained in the future issued to such Pledgor by the Borrower and (iii) the any promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectivelythe 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”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) all other property that is delivered to and held by the Administrative Agent; (d) subject to Section 2.062.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor the Borrower with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds insurance policies now or hereafter owned by the Borrower, including without limitation those listed on Schedule I hereto and to be updated from time to time, including life settlement policies and all related death benefits, the Servicing Agreement, related property with respect to each policy, policy files, all income, all rights under such policies (including the right to make claims on the foregoing policies and the right to receive payments under such policies), payments and proceeds (including proceeds of such policies received from an insurer and proceeds from the sale of such policies but excluding proceeds which independently constitute Excluded Assets) relating to or arising out of the foregoing and all rights of recourse or recovery against any third party, and all other claims, rights and causes of action, relating to or arising out of any of the foregoing (collectively, the “Pledged Policies”) and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, that none of the Pledged Collateral shall not include any Excluded PropertyAssets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the 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 the Borrower under this Agreement secures the payment of all Secured Obligations now or hereafter existing under, or in respect of, the Loan 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 the Borrower to any Secured Party under the Loan 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 the Borrower.

Pledge. As security for To secure the payment Obligations now or performance, as the case may be, in full of the Secured Obligationshereafter owed or to be performed by such ▇▇▇▇▇▇▇, each Pledgor does hereby assigns grant, pledge and pledges assign to the Collateral Agent, its successors and permitted assigns, Pledgee for the benefit of the Secured PartiesCreditors, and does hereby grants to create a continuing security interest in favor of the Collateral Agent, its successors and permitted assigns, Pledgee for the benefit of the Secured PartiesCreditors in and a lien on, a security interest in all of such Pledgor’s its right, title and interest inin and to the following, whether now existing or hereafter from time to and under (a) 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 time acquired (collectively, the “Pledged StockCollateral”); provided, that the Pledged Stock shall not include any Excluded Securities; ): (b)(ia) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as each of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule IICollateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), (ii) including any debt securities in the future issued to and all assets of whatever type or kind deposited by such Pledgor and (iii) in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the promissory notes and Credit Agreement or any other instrumentsSecured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, evidencing such debt securities (collectivelyand all dividends, the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion offoregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (i) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (ii) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (iv) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise; (v) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other Proceeds received action on behalf of and in the name of any of such Pledgor in respect ofof such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the securities referred foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in clauses connection with any of the foregoing; and (avi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and (b) above; instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) subject all Partnership Interests owned by such Pledgor from time to Section 2.06time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (i) all rights its capital therein and privileges its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (ii) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (iii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (iv) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (v) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with respect full power and authority to demand, receive, enforce, collect or receipt for any of the securities foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property referred at any time and from time to time received, receivable or otherwise distributed in clauses (a), (b) and (c) above; and respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (g) all Proceeds of any and all of the foregoing foregoing; provided that (x) except in the items referred circumstances and to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none extent provided by Section 9.17 of the Pledged Collateral Credit Agreement (in which case this clause (x) shall include no longer be applicable), no Pledgor shall be required at any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit time to pledge hereunder more than 65% of the Secured Partiestotal combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, forever; subject, however, which Non-Voting Equity Interests shall not be subject to the terms, covenants and conditions hereinafter set forthlimitations described in preceding clause (x).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under under: (a) Subject to Section 7.19, the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of on the date hereof shall be listed on Schedule IIIII) 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, provided that the Pledged Stock shall not include any Excluded Securities; Securities or Excluded Property; (b)(ib) (i) the debt obligations securities currently issued to any Pledgor (which such debt obligations securities constituting Pledged Debt Securities as of on the date hereof, in each case in excess of $2,000,000 on an individual basis, Closing Date shall be listed on Schedule IIIII), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectivelythe property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt Securities”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; Securities or Excluded Property; (c) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Stock and (b) above; Pledged Debt Securities; (d) subject to Section 2.063.06, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt Securities and other property referred to in clauses (a), (b) and (c) above; and and (e) all Proceeds of any of the foregoing (the items Pledged Debt Securities, Pledged Stock and other property referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of the Pledged Collateral shall not include any Excluded Securities or Excluded Property. TO HAVE AND TO HOLD In addition, in the Pledged event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act, 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 Other First Lien Obligations or any refinancing of the Credit Agreement affected thereby then the Equity Interests of such person (the “Regulation S-X Excluded Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto ”) will automatically be deemed not to be part of the Collateral Agentsecuring such Series of Other First Lien Obligations or such refinanced Credit Agreement affected thereby, its successors but only to the extent necessary to not be subject to such requirement and permitted assignsonly for so long as required to not be subject to such requirement. In such event, for this Agreement may be amended or modified, without the benefit consent of the any Secured Parties, forever; subject, howeverParty, to the termsextent 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 or such refinanced Credit Agreement, covenants 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 relevant Series of Other First Lien Obligations or such refinanced Credit Agreement, 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 relevant Series of Other First Lien Obligations or such refinanced Credit Agreement, as applicable (to the extent not otherwise constituting Excluded Securities or Excluded Collateral). For the avoidance of doubt and conditions hereinafter set forthnotwithstanding 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 or such refinanced Credit Agreement, as applicable) at all relevant times or from securing any Series of Other First Lien Obligations or any refinanced Credit Agreement 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 or such refinanced Credit Agreement, as applicable, are to be applied by the Collateral Agent in accordance with Section 5.02 hereof, such Proceeds shall, notwithstanding the terms of Section 5.02 and any First Lien Intercreditor Agreement (upon and during the effectiveness thereof), not be applied to the payment of such Series of Other First Lien Obligations or such refinanced Credit Agreement, as applicable.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantee, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (which such it, including without limitation those Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) I and any other Equity Interests obtained in the future by such Pledgor and any Grantor and, to the extent certificated, the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity”); 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 on Schedule II), (ii) any the promissory notes, including the Term Note, the Intercompany Note, and debt securities now owned by any Grantor, including without limitation those promissory notes and debt securities listed opposite the name of such Grantor on Schedule I, any promissory notes and debt securities obtained in the future issued to by such Pledgor and (iii) the promissory notes Grantor and any other instruments, if any, instruments evidencing such any debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (ciii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (div) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (b) ii), and (ciii) above; and (ev) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”); provided, however, for the avoidance of doubt, that none of the in no event shall Pledged Collateral shall include any Excluded Propertyproperty 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. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each 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) the all shares of capital stock and other Equity Interests directly issued to or otherwise owned by it such Grantor (which such Equity Interests constituting Pledged Stock as of the date hereof shall be Grantor represents are accurately listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor Grantor that are required by the Collateral and any Guarantee Requirement to be pledged hereunder and the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided, that the Pledged Stock shall not include any Excluded Securities; (b)(ib) (i) the all debt obligations currently securities issued to any Pledgor or otherwise owned by such Grantor (including the PR Mortgage Notes) (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 Grantor represents are accurately listed on Schedule II), ) that are required by the Collateral and Guarantee Requirement to be pledged hereunder. (ii) any debt securities in the future issued to such Pledgor Grantor that are required by the Collateral and Guarantee Requirement to be pledged hereunder and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided(c) all other property that may be delivered to and held by the Collateral Agent (or to or by any other Person pursuant to the Intercreditor Agreement, that in each case acting as gratuitous bailee for the Pledged Debt Securities shall not include any Excluded SecuritiesCollateral Agent) pursuant to the terms of this Section 2.01; (cd) subject to Section 2.062.04, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; : (de) subject to Section 2.062.04, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of the Pledged Collateral shall not include any assets or property that are Excluded PropertyAssets for so long as such assets or property constitute Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment or and performance, as the case may be, in full of the Secured ObligationsBank Obligations only, each Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Euro Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Euro Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Bank Secured Parties, a first priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) all the Equity Interests directly shares of Capital Stock owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) I hereto and any other Equity Interests shares of Capital Stock of any Subsidiary obtained or formed in the future by such the Pledgor and any certificates representing all such Equity Interests to the extent required by the Credit Agreement (collectively, the “Pledged Stock”); provided, provided that the Pledged Stock shall not include any Excluded Securitiesinclude, to the extent that applicable law requires that a Subsidiary of the Pledgor to issue directors’ qualifying shares, such qualifying shares; (b)(ib) all other property that may be delivered to and held by the debt obligations currently issued Euro Collateral Agent pursuant to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date terms hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (c) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a) and (b) above; (d) subject to Section 2.065, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Equity Interests Collateral”). (b) The following Lien on the Debt Securities Collateral is hereby granted: As security for the payment and performance, as the case may be, in full of the Obligations, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first priority security interest in clauses all of Pledgor’s right, title and interest in, to and under the Debt Securities Collateral. Upon delivery to the Euro Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (e) above being collectively referred to as the “Pledged CollateralSecurities”); provided, for ) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the avoidance of doubt, that none Euro Collateral Agent and by such other instruments and documents as the Euro Collateral Agent may reasonably request and (b) all other property comprising part of the Pledged Collateral shall include be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Euro Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule I and made a part hereof. Each schedule so delivered shall supplement any Excluded Propertyprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Euro Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that if (i) any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of the Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations outstanding under the Financing Documents. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

Pledge. As general and continuing collateral security for the payment or and performance, as the case may be, in full of the Secured 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 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 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be and listed on Schedule II) II hereto and any other Equity Interests obtained in the future by such the Pledgor and any the certificates representing all such Equity Interests shares (collectively, the “"Pledged Stock”"); provided, that the Pledged Stock shall not include any Excluded Securities; (b)(ib) (i) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as securities listed opposite the name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “"Pledged Debt Securities”"); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.065, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) 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 (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “"Collateral"). Notwithstanding any of the foregoing, the Pledged Collateral”); providedStock 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, for (ii) to the avoidance extent that applicable law requires that a Subsidiary of doubtthe 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 none 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 Pledged Collateral shall include security interests created by this Agreement to any Excluded Propertyof 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 HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the other Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly under: 2.1 all shares of capital stock, limited liability company membership interests and other ownership interests owned by it (which such Equity Interests constituting Pledged Stock the Pledgor in each entity designated as of the date hereof shall be listed on “Issuer” on Schedule II) I hereto, and any shares of capital stock, limited liability company membership interests or other Equity Interests equity interest obtained in the future by such Pledgor the Pledgor, and any the stock certificates or other security certificates (as defined in the UCC) representing all such Equity Interests shares, membership interests or equity interests; provided that, with respect to each first-tier Foreign Subsidiary whose capital stock is now or hereafter pledged hereunder by the Pledgor, the Pledgor has pledged or will pledge stock representing 65% of the outstanding shares of Voting Stock of such Foreign Subsidiary (collectivelyor (i) such lesser percentage as is owned by Pledgor, or (ii) such greater percentage as is owned by Pledgor and is permitted by any change in 26 U.S.C. §1ff or other Applicable Law to be pledged by Pledgor without such pledge resulting in United States income tax liability with respect to such Foreign Subsidiary) (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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided; 2.2 all other Investment Property that may be delivered to, that and held by, the Pledged Debt Securities shall not include any Excluded Securities; (c) Collateral Agent pursuant to the terms hereof or to the ABL Collateral Agent, as agent for, among others, the Collateral Agent and the Secured Parties, pursuant to the terms of the Intercreditor Agreement; 2.3 subject to Section 2.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities referred to in clauses (a) 2.1 and (b) 2.2 above; (d) ; 2.4 subject to Section 2.066, all rights and privileges of such the Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b) 2.2, and (c) 2.3 above; and (e) and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (e) above 2.4 being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the other Secured Parties, foreveruntil (i) the principal of and interest on each Term Loan and all fees and other Secured Obligations (other than contingent indemnification obligations as to which no claims have been asserted) shall have been paid in full in cash; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the ABL 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 Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property consisting of securities and comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgors 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, as the same may be supplemented, amended or otherwise modified from time to time in accordance with the terms of this Agreement. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including any Obligations under the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under (ai) the all Equity Interests directly owned held by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be it, including those listed on Schedule II) I and any other Equity Interests obtained in the future by such Pledgor Grantor and any certificates the certificates, if any, representing all such Equity Interests (collectively, the “Pledged StockEquity”); provided, provided that the Pledged Stock Equity shall not include any Excluded SecuritiesAssets; (b)(iii) (A) the debt obligations currently issued to any Pledgor (which securities owned by it and listed opposite the name of 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 Grantor on Schedule II)I, (iiB) any debt securities obtained in the future issued to by such Pledgor Grantor and (iiiC) the intercompany notes and other promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively, the “Pledged Debt SecuritiesDebt”); provided, provided that the Pledged Debt Securities shall not include any Excluded SecuritiesAssets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (dv) subject to Section 2.06, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, provided that none of the Pledged Collateral shall not include any Excluded PropertyAssets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; until the termination of this Agreement, 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 on and after the Secured ObligationsRestructuring Date, each Pledgor Guarantor (to the extent owning Pledged Stock) hereby assigns and pledges to the Collateral Agent (to be held until the First Lien Termination Date by the First Lien Collateral Agent as collateral agent for the ratable benefit of the First Lien Secured Parties and as bailee for the Collateral Agent as collateral agent for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, on the basis set forth on the signature page executed by the First Lien Collateral Agent (in such capacity, the "BAILEE")), its successors and assigns, for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, and hereby grants, with effect on and after the Restructuring Date, to the Collateral Agent, its successors and permitted assigns, for the benefit of ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second Lien Secured Parties, a security interest in all of such Pledgor’s Guarantor's right, title and interest in, to and under (a) the Equity Interests directly owned by it on the Restructuring Date (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule IISCHEDULE I) and any other Equity Interests obtained in the future by such Pledgor the Guarantor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”"PLEDGED STOCK"); provided, PROVIDED that the Pledged Stock shall not include (x) to the extent applicable law requires that a Subsidiary of the Guarantor issue directors' qualifying shares, such shares or nominee or other similar shares and (y) any Excluded SecuritiesEquity Interest that constitutes an unlimited liability interest; (b)(i) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (cb) subject to Section 2.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Stock; (dc) subject to Section 2.063.05, all rights and privileges of such Pledgor the Guarantor with respect to the securities Pledged Stock and other property referred to in clauses (a), clause (b) and (c) above; and (ed) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”"COLLATERAL"); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, forever; subjectSUBJECT, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As In furtherance and as confirmation of the security interest granted by the Pledgors to the Lender (for its own benefit and the benefit of the other Secured Parties) under the Loan Agreement, and as further security for the prompt payment or performance, as the case may be, in full of the Secured all Obligations, each Pledgor of the Pledgors hereby assigns ratifies such security interest and pledges grants to the Collateral Agent, Lender (for its successors own benefit and permitted assigns, for the benefit of the other Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, ) a continuing security interest in and Lien upon all of such Pledgor’s the present and future right, title and interest inof such Pledgor in and to the following property, and each item thereof, whether now owned or existing or hereafter acquired or arising, together with all products, proceeds, substitutions, and accessions of or to any of the following property: 2.1 all shares of capital stock, limited liability company membership interests and under (a) the other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock Pledgor, including in each entity designated as of the date hereof shall be listed an “Issuer” on Schedule II) III hereto, and any shares of capital stock, limited liability company membership interests or other Equity Interests obtained in the future by such Pledgor Pledgor, and any the stock certificates or other security certificates (as defined in the UCC) representing all such shares, membership interests or other 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided; 2.2 all other Investment Property that may be delivered to, that and held by, the Pledged Debt Securities shall not include any Excluded Securities; (c) subject Lender pursuant to Section 2.06, the terms hereof; 2.3 all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities and other Investment Property referred to in clauses (a) 2.1 and (b) 2.2 above; (d) ; 2.4 subject to Section 2.066, all rights and privileges of such Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b) 2.2, and (c) 2.3 above; and (e) and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (e) above 2.5 being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of in no event shall the Pledged Collateral shall include more than 65% of the voting stock of any Excluded PropertyForeign Subsidiary. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral AgentLender, its successors and permitted assigns, for its own benefit and the benefit of the other Secured Parties, foreveruntil Full Payment of the Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Lender pursuant to Section 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Lender and by such other instruments and documents as the Lender may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Lender may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule III and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such PledgorGrantor’s right, title and interest in, to and under under: (a1) the Equity Interests (a) directly owned by it (which such Equity Interests constituting Pledged Stock Grantor as of the date hereof shall be listed on Schedule IIIssue Date and (b) and any other Equity Interests obtained in the future by such Pledgor and any Grantor after the Issue Date and, in each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (the Equity Interests described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged 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 on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii2) the promissory notes and any instruments evidencing Indebtedness (a) owned by such Grantor as of the Issue Date and (b) issued to such Grantor after the Issue Date, other instrumentsthan any Excluded Assets (the instruments described in the foregoing clauses (a) and (b), if anycollectively, evidencing such debt securities (collectivelybut excluding any Excluded Assets, the “Pledged Debt Securities”); providedin each case, that the 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 shall not include (except to the extent constituting an Excluded Asset or otherwise excluded from the Collateral pursuant to this Agreement), but excluding (i) Indebtedness owed by another Grantor or Note Party, (ii) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Issuers and their respective Subsidiaries or the Grantors and their respective Subsidiaries or (iii) to the extent the pledge of such promissory note or instrument would violate any Excluded Securities; applicable law; (c3) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in the foregoing clauses (a1) and (b) above; 2); (d4) subject to Section 2.063.05 hereof, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in the foregoing clauses (a1), (b2) and (c3) above; and and (e5) all Proceeds proceeds of any of the foregoing items referred to in clauses (1) through (4) above, but excluding any Excluded Assets (the items referred to in clauses (a1) through (e5) above being collectively referred to as of this Section 3.01, collectively, the “Pledged Collateral”); provided. Notwithstanding anything to the contrary in this Agreement or any other Notes Document, for the avoidance of doubt, that none of the Pledged Stock, Pledged Debt Securities or Pledged Collateral shall will include nor will the security interests granted hereunder attach to any Excluded PropertyAsset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forthforth and in each case subject to the Indenture.

Pledge. As security for the timely payment or performance, as the case may be, and performance in full of the Secured Obligationsobligations of the Pledgor under this Agreement and the other Loan Documents (the "OBLIGATIONS"), each the Pledgor hereby assigns transfers, hypothecates, pledges, sets over and pledges delivers unto the Agent, and grants to the Collateral Agent, its successors and permitted assigns, Agent (for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Lenders) a security interest in in, all of such Pledgor’s right, title and interest in, to and under the Pledgor now has or hereafter acquires in (a) the Equity Interests directly owned by it (which such Equity Interests constituting securities described on the attached Schedule of Pledged Stock as Securities and all securities of the date hereof shall be listed on Schedule II) and any other Equity Interests of Pledgor's Subsidiaries or of any Investee obtained in the future by such the Pledgor and any the certificates representing or evidencing all such Equity Interests securities (collectively, the “Pledged Stock”"PLEDGED STOCK"); provided, that (b) all other property which may be delivered to and held by the Pledged Stock shall not include any Excluded Securities; (b)(i) Agent pursuant to the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date terms hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the 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; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property or any Distribution from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities and other property referred to in clauses clause (a) and or clause (b) above; (d) subject to except as provided in Section 2.065, all rights and privileges of such the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred called the "COLLATERAL"). Upon delivery to the Agent, (i) any share certificates, notes or other securities or instruments now or hereafter included in the Collateral (the "PLEDGED SECURITIES") will be duly endorsed to the Agent or accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and by such other instruments and documents as the “Pledged Collateral”); providedAgent may reasonably request, for the avoidance of doubt, that none and (ii) all other property comprising part of the Collateral will be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Agent may reasonably request. Each delivery of Pledged Collateral shall include Securities will be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule will be attached to this Agreement and made a part hereof. Each schedule so delivered will supersede any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthprior schedules so delivered.

Pledge. As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) 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)(ii) the debt obligations currently issued to any listed opposite the name of such Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3.0 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; (cb) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses clause (a) and (b) above; (dc) subject to Section 2.063.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (cb) above; and (ed) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) 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 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 benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) 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, 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 obligations securities constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, provided that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Parties a security interest in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such PledgorGrantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as Grantor, including those listed opposite the name of the date hereof shall be listed such Grantor on Schedule II, (ii) and any other Equity Interests obtained in the future by such Pledgor Grantor and any (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided, provided that the Pledged Stock Equity Interests shall not include any Excluded SecuritiesAssets; (b)(i) the debt obligations currently issued to any Pledgor (which securities owned by such debt obligations constituting Pledged Debt Securities as Grantor, including those listed opposite the name of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed such Grantor on Schedule II), (ii) any debt securities in the future issued to or otherwise acquired by such Pledgor Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); provided, provided that the Pledged Debt Securities shall not include any Excluded SecuritiesAssets); (c) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in clauses (a) and (b) above; (d) subject to Section 2.062.05, all rights and privileges of such Pledgor Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.