Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property 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(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (b) x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iy) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests all Equity Interests owned by it and (including those Equity Interests listed opposite the name of such Grantor on Schedule II I) and any other equity interests Equity Interests obtained in the future by such Grantor and the all certificates and other instruments representing all such Equity Interests (the “Pledged StockEquity”); (b) provided that the Pledged Equity shall not include (i) more than 65% of the debt securities outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule II, I) and (ii) any debt securities all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt SecuritiesDebt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) 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), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”)): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it such Grantor on the date hereof and listed on Schedule II and any other equity interests Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the debt securities listed opposite the name issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such Grantor on Schedule II, limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) any debt securities in the future issued Excluded Equity Interests; (b) all other property that may be delivered to such Grantor represented and held by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (Collateral Agent pursuant to the “Pledged Debt Securities”)terms of this Section 3.01; (c) subject to Section 3.06, 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 clause (a) and or (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses clause (a), (b) and or (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”). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, Secured Obligations each Grantor of the Grantors hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and it, including those that are listed on Schedule II II, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); (b)provided that the Pledged Equity shall not include Excluded Assets; (iii) (A) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (iiB) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing Indebtedness owed to it (including those listed on Schedule II) or obtained in the future by such debt securities, if any Grantor (the “Pledged Debt SecuritiesDebt”); provided that (cx) the Pledged Debt shall not include any Excluded Assets and (y) the Pledged Debt of Holdings shall be limited to the promissory notes and any other instruments evidencing Indebtedness owed to it by the Issuer, the Co-Issuer or any Restricted Subsidiary, including those listed on Schedule II; (iii) all other property that may be delivered to and held by the Notes 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 (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, 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, and performance in full of the Obligations, each 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 Grantor’s right, title and interest in, to and under under: (aa)(i) the shares Equity Interests now or at any time hereafter owned by or on behalf of capital stock such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Equity Interest or any Excluded Assets; (b) (i) the debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to such Grantor represented by a all promissory note or notes and other instrument instruments evidencing all such debt securities ((i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Assets; (c) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (d) subject to Section 3.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property 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 Interests and (b) abovePledged Debt Securities; (d), e) subject to Section 2.06(d)3.05, all rights and privileges of such Grantor with respect to the securities securities, instruments 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 (excluding any Excluded Assets) being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, pledges and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and it, including those that are listed on Schedule II I, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); (b)provided that the Pledged Equity shall not include any Excluded Assets; (iii) (A) the debt securities owned by it, including those listed opposite the name of such Grantor on Schedule III, (iiB) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing such debt securitiesIndebtedness (collectively, if any (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent 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 (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”; provided that the Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed opposite the name of such Grantor on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary and shall not include any Excluded Collateral, (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) subject to the proviso in clause (a) above, all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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”). Notwithstanding anything to the contrary, no pledge or security interest is created hereby in, and the Pledged Collateral shall not include, any Excluded Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock stock, membership interests and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities and intercompany loans and advances listed opposite the name of such Grantor on Schedule II, (ii) any debt securities securities, and intercompany loans or advances in the future issued to or owed to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities or intercompany loans or advances (the “"Pledged Debt 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 3.06, 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; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (a) (i) the shares Equity Interests now or at any time hereafter owned by or on behalf of capital stock such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (the foregoing (i) and (ii) collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Securities; (b) ) (i) the debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to such Grantor represented by a all promissory note or notes and other instrument instruments evidencing all such debt securities (the foregoing (i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Securities; (c) all other property of such Grantor that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01 or Section 3.02; (d) subject to Section 3.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property 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 Equity Interests and Pledged Debt Securities; (ae) and (b) above; (d), subject to Section 2.06(d)3.05, all rights and privileges of such Grantor with respect to the securities securities, instruments 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 (e) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Property.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and it, including those that are listed on Schedule II II, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); (b)provided that the Pledged Equity shall not include Excluded Assets; (iii) the debt securities owned by it, including those listed opposite the name of such Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing Indebtedness owed to it or obtained in the future by such debt securities, if any Grantor (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent 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 (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned (i) all Equity Interests held by it and (including those Equity Interests listed on Schedule II II) and (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) foregoing clauses (i) and (ii) collectively, the debt securities “Pledged Equity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; (b)(i) the Promissory Notes and any Instruments evidencing indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule II, ) and (ii) any debt securities Promissory Notes and Instruments evidencing indebtedness obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities (the foregoing clauses (i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt SecuritiesDebt”), in each case including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) 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), (b) and (bc) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns grants and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and on the date hereof (including all such Equity Interests listed on Schedule II and II) (other than the Equity Interests of any Inactive Subsidiary), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests and 100% of the issued and outstanding shares of nonvoting Equity Interests (if any) of any Foreign Subsidiary or (ii) any Equity Interests of any Foreign Subsidiary owned by a Foreign Subsidiary; (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest interest, in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (b) x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iy) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each wholly owned Restricted Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests of a wholly owned Restricted Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”), provided that the Pledged Stock shall not include more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary and shall not include Equity Interests of entities that are Specified Subsidiaries by reason of clauses (ii) or (iii) of the definition of Specified Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in issued after the future issued Effective Date to such Grantor represented by a promissory note any of Holdings, the Borrower or other instrument evidencing such debt securities any Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt 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 3.06, 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), (b) and (bc) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (b) A) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower which is treated as a Foreign Subsidiary of the Borrower for United States federal income tax purposes or, (iB) any Equity Interest in any Not for Profit Subsidiary, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or its bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, 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 items referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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”” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral 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 Grantor’s right, title and interest in, to and under (aa)(i) the shares Equity Interests of capital stock and other equity interests any Subsidiary owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) subject to Section 2.02, the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); (b)(i) the debt securities and Instruments owned by such Grantor, including those listed opposite the name of such Grantor on Schedule I hereto, (ii) any debt securities and Instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities Grantor, and (iii) subject to Section 2.02 the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) subject to Section 2.05, 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(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; (e) the Intercompany Note; and (ef) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (b) x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iy) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt 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 3.06, 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 ofrespect, of the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, pledges and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (aa)(i) the shares of capital stock and other equity interests Equity Interests now or at any time hereafter owned by it and listed or on Schedule II and any other equity interests obtained in the future by behalf of such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed Grantor, including those set forth opposite the name of such Grantor on Schedule II, II and (ii) any debt securities all certificates and other instruments representing all such Equity Interests (the items referred to in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities (i) and (iiiii) the promissory notes and any other instruments evidencing such debt securities, if any (being collectively called the “Pledged Debt SecuritiesEquity Interests”); provided that (A) the Grantors shall not be required to pledge voting Equity Interests in any first-tier CFC in excess of the amount of such Equity Interests constituting 65% of the total combined voting power of all classes of Equity Interests entitled to vote, and (B) no Subsidiary shall be required to pledge any Equity Interests (or any other assets) owned by a CFC; (b) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (c) subject to Section 3.05, all payments of principal dividends or interestother distributions, dividends, whether paid or payable in cash, instruments and or other property 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 Interests; (d), ) subject to Section 2.06(d)3.05, all rights and privileges of such 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 of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As Subject to Section 3.06, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of any subsidiaries owned by it and listed on Schedule II and any other equity interests Equity Interests of any subsidiaries obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities (other than Permitted Investments) in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) 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), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests of a Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”), provided that the Pledged Stock shall not include more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in issued after the future issued Effective Date to such Grantor represented by a promissory note or other instrument evidencing such debt securities Holdings, the Borrower and each Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt 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 3.06, 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), (b) and (bc) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the all shares of capital stock and other equity interests Equity Interests owned by it and (including those listed on Schedule II II) and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, or (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares; (b) (i) the all debt securities owned by it (including those listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) all payments of principal or interest, dividends, cash, instruments and other property 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; (d), subject to Section 2.06(d), e) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and it, including those that are listed on Schedule II II, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); (b)provided that the Pledged Equity shall not include Excluded Assets; (iii) (A) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (iiB) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing Indebtedness owed to it (including those listed on Schedule II) or obtained in the future by such debt securities, if any Grantor (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent 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 (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and it, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 3.03, all payments of principal or interest, dividends, cash, instruments and other property 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(d)3.03, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Obligor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorObligor’s right, title and interest in, to and under under: (a) the shares of capital stock and other equity interests any Equity Interests owned by it and as of the Third Amendment Effective Date (which shall be listed on Schedule II in accordance with and to the extent required by Section 3.03(a)) and any other equity interests Equity Interests obtained in the future by such Grantor Obligor and the any certificates representing all such Equity Interests (the “Pledged Stock”); (b)Interests (i) the debt securities held by such Obligor as of the Third Amendment Effective Date (which shall be listed opposite the name of such Grantor on Schedule IIII in accordance with and to the extent required by Section 3.03(a)), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Obligor and (iii) the any promissory notes and any other instruments evidencing such debt securitiesinstruments, if any, held by such Obligor and evidencing Indebtedness of the Borrower or any Subsidiary thereof, and (iv) the Intercompany Note (collectively, the “Pledged Debt SecuritiesDebt”); (c) subject to Section 3.06, 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(d)3.06, all rights and privileges of such Grantor Obligor 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, however, that Pledged Collateral and all of the components of Pledged Collateral including Pledged Stock, Pledged Debt and the collateral specified in clauses (c) and (d) above shall not include Excluded Assets or any assets not required to be pledged pursuant to Section 5.10 of the Credit 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 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 Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and it, including those that are listed on Schedule II II, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); (b); (iii) (A) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (iiB) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing Indebtedness owed to it (including those listed on Schedule II) or obtained in the future by such debt securities, if any Grantor (the “Pledged Debt SecuritiesDebt”); ; (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 (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”; provided that the Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (1) the Equity Interests (a) the shares of capital stock and other equity interests directly owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor as of the Closing Date and (b) obtained by such Grantor after the Closing Date and, in each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (the Equity Interests described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Stock”); (b); (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii2) the promissory notes and any instruments and any security certificates evidencing Indebtedness (a) owned by such Grantor as of the Closing Date and (b) issued to such Grantor after the Closing Date and having an aggregate principal amount in excess of $7.5 million, in each case, other than any Excluded Assets (the instruments evidencing such debt securitiesdescribed in the foregoing clauses (a) and (b), if collectively, but excluding any (Excluded Assets, the “Pledged Debt SecuritiesDebt”); ; (ci) Indebtedness owed by another Grantor, (ii) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries or (iii) to the extent the pledge of such promissory note or instrument would violate any applicable law (after giving effect to the relevant anti-assignment provisions of the Uniform Commercial Code); (3) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in the foregoing clauses (a1) and (b2); (4) above; (d), subject to Section 2.06(d)3.05 hereof, all rights and privileges of such 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”). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, none of the Pledged Stock, Pledged Debt or Pledged Collateral will include nor will the security interests granted hereunder attach to any Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the 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 and in each case subject to the Credit Agreement.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (aa)(i) the shares Equity Interests now or at any time hereafter owned by or on behalf of capital stock such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged Stock”); (b)provided that the Pledged (i) the debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to such Grantor represented by a all promissory note or notes and other instrument instruments evidencing all such debt securities ((i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt Securities”); (c) all other property of such Grantor that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01 or Section 3.02; (d) subject to Section 3.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property 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) abovePledged Debt Securities; (d), e) subject to Section 2.06(d)3.05, all rights and privileges of such Grantor with respect to the securities securities, instruments 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”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns as security and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (aa)(i) the shares of capital stock and other equity interests Equity Interests now or at any time hereafter owned by it and listed or on Schedule II and any other equity interests obtained in the future by behalf of such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to all certificates and other instruments representing all such Grantor represented by a promissory note or other instrument evidencing such debt securities Equity Interests ((i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt SecuritiesEquity Interests”); provided that the Pledged Equity Interests shall not include Equity Interests in any Person that constitute Excluded Equity Interests; (b) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (c) subject to Section 3.05, all payments of principal dividends or interestother distributions, dividends, whether paid or payable in cash, instruments and or other property 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 Interests; (d), ) subject to Section 2.06(d)3.05, all rights and privileges of such 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 of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (1) the Equity Interests (a) the shares of capital stock and other equity interests directly owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor as of the Closing Date and (b) obtained by such Grantor after the Closing Date and, in each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (the Equity Interests described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Stock”); (b); (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii2) the promissory notes and any instruments and any security certificates evidencing Indebtedness (a) owned by such Grantor as of the Closing Date and (b) issued to such Grantor after the Closing Date and having an aggregate principal amount in excess of $7.5 million, in each case, other than any Excluded Assets (the instruments evidencing such debt securitiesdescribed in the foregoing clauses (a) and (b), if collectively, but excluding any (Excluded Assets, the “Pledged Debt SecuritiesDebt”); in each case, including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt (cexcept 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, (ii) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries or (iii) to the extent the pledge of such promissory note or instrument would violate any applicable law (after giving effect to the relevant anti-assignment provisions of the Uniform Commercial Code); (3) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in the foregoing clauses (a1) and (b) above; (d2), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).;

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned or held by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity Interests”); , (b) (ib)(i) the debt securities owned or held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , including all governance rights, including all rights to vote, consent to action and otherwise participate in the management of the issuer of any Pledged Equity Interests, 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 that notwithstanding anything else in this Agreement, neither “Pledged Collateral,” “Pledged Equity Interests,” “Pledged Debt Securities,” nor any component thereof, nor any defined term used in the items constituting Pledged Collateral shall include any Excluded Asset, and no security interest in any Excluded Asset will be granted pursuant to 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 Administrative 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 Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, pledges and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it Equity Interests in the Domestic Subsidiaries and Significant Foreign Subsidiaries as listed on Schedule II II, and any other equity interests Equity Interests in any Domestic Subsidiaries and Significant Foreign Subsidiaries (other than Blockbuster Australia Pty. Ltd.) obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests in the Domestic Subsidiaries and, subject to the restrictions set forth herein, such Significant Foreign Subsidiaries (the “Pledged Stock”); (b) (i) all other property that may be delivered to and held by the debt securities listed opposite Collateral Agent pursuant to the name terms of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)this Section 3.01; (c) subject to Section 3.06, 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(d)3.06, all rights and privileges of such the Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) subject to Section 3.06, all 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 that the Collateral shall not include more than 65% of the issued and outstanding voting Equity Interests of any Significant Foreign Subsidiary. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Capital Stock owned by it and listed on Schedule II hereto and any other equity interests shares of Capital Stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities securities, instruments or obligations in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other securities and instruments that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, 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 and instruments referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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"); provided further, that (i) the ▇▇▇▇▇▇▇ Obligations shall be secured only by the ▇▇▇▇▇▇▇ Collateral and (ii) the WOW Obligations shall be secured only by the WOW Collateral (it being understood that the ▇▇▇▇▇▇▇ Collateral and the WOW Collateral shall also secure all General Obligations) and provided further that any Collateral that is neither ▇▇▇▇▇▇▇ Collateral nor WOW Collateral shall only secure the General Obligations. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”).Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. For the purposes of this Agreement:

Pledge. As security for the payment or performance, as the case may be, in full and performance of the Secured Obligations, each Grantor hereby assigns the New Pledgor hereby: (a) pledges, hypothecates, assigns, charges, mortgages, delivers, sets over, conveys and pledges transfers to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorNew Pledgor’s right, title and interest in, to in and under to: (ai) the shares of capital stock and other equity interests owned by it and listed on more particularly described in Schedule II and any other equity interests obtained in the future by such Grantor I hereto and the certificates representing all certificates, if any, evidencing such Equity Interests shares (the “Pledged StockShares”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect ofexchange for any and all of such Pledged Shares; (ii) the membership interests more particularly described in Schedule II hereto and the certificates, if any, evidencing such membership interests (the “Pledged Membership Interests”) and all cash, instruments and other property from time to time received, receivable or otherwise distributed in exchange for or upon the conversion of, any and all of such Pledged Membership Interests; (iii) the promissory notes and instruments more particularly described on Schedule III hereto (the “Pledged Notes”) and all interest, cash, instruments and other Proceeds received property or proceeds from time to time received, receivable or otherwise distributed in respect ofof or in exchange for the Pledged Notes; and (iv) all other collateral relating to the Pledged Shares, the securities referred to Pledged Membership Interests and the Pledged Notes (the items described in clauses subsections (ai), (ii), (iii) and (biv) above; (d), subject to Section 2.06(d)collectively, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); and (b) delivers to the Administrative Agent, for the benefit of the Secured Parties, all of New Pledgor’s right, title and interest in and to the certificates and instruments, if any, evidencing the Pledged Collateral, accompanied by instruments of transfer or assignment, duly executed in blank.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and III), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); (bprovided, however, that the Pledged Stock shall not include (A) more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary, (B) any Equity Interest in any Non-Significant Subsidiary or (C) any Equity Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law) , (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule IIIII), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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”). 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 Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II 4.1 and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockSecurities”); provided that the Pledged Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b) ) (i) the debt securities listed opposite the name of such Grantor on Schedule II4.1, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”“); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 4.1, (d) subject to Section 4.6, 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; , (d), e) subject to Section 2.06(d)4.6, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest inin and a continuing Lien on, all of such Grantor’s (other than any Excluded Asset) right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); , (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Trustee pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above (but excluding any Excluded Assets) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Credit Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) under: 2.1 the shares of capital stock and other equity ownership interests owned by it each Pledgor and listed on Schedule II I hereto, and any shares of capital stock or other equity interests interest of any Subsidiary obtained in the future by such Grantor the Pledgor, and the stock certificates or other securities representing all such Equity Interests shares or equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or such lesser percentage as is owned by Pledgor) (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) ; 2.2 all payments of principal or interestother Investment Property that may be delivered to, and held by, the Agent pursuant to the terms hereof; 2.3 subject to Section 6, all 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 2.06(d)6, all rights and privileges of such Grantor 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 this 2.5 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, its successors and assigns, for the benefit of the Credit Parties, until Payment in Full of the Secured Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Agent pursuant to SECTION 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and by such other instruments and documents as the 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 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, performance in full of the Secured Obligations, including the Guaranteed Obligations, each Grantor 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 second-priority security interest in, in all of such Grantor’s right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire right, title or interest: (ai) all Equity Interests held by it, including without limitation, the shares of capital stock and other equity interests owned by it and Equity Interests which are listed on Schedule II II, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates (if any) representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Equity shall not include (b)A) Excluded Assets or (B) for the avoidance of doubt, Equity Interests in excess of 65% of the issued and outstanding Equity Interests of (1) any Restricted Subsidiary that is a CFC Holding Company and (2) any Restricted Subsidiary that is a wholly owned Foreign Subsidiary that is directly owned by the Borrower or by any Subsidiary Guarantor; (iii) (A) all debt securities owned by it, 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 Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt SecuritiesDebt”); ; (ciii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Agreement; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). For the avoidance of doubt, neither “Pledged Collateral” nor any defined term used therein shall include any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the 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 Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, Administrative Agent and its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, Administrative Agent and its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed opposite such Pledgor’s name on Schedule II and any other equity interests obtained in the future by such Grantor I and the certificates representing all such Equity Interests equity interests (the “Pledged Stock”); (b) (ib)(i) the debt securities Convertible Notes and Warrants listed opposite the such Pledgor’s name of such Grantor on Schedule II, I and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any Convertible Notes and Warrants (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion conversion, redemption or repurchase of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d)) any “securities account” or “deposit account” (as defined in Sections 8-501 and 9-102 of the New York UCC, respectively) (such accounts collectively, an “Account”) created to hold any of the foregoing; (e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”).

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title and interest in, to and under: 2.1 the partnership interests owned by the Pledgor and listed on Schedule I hereto, and any other equity interest of any Subsidiary obtained in the future by the Pledgor, and all securities representing all such equity interests (the “Pledged Securities”); 2.2 all other Investment Property that may be delivered to, and held by, the Collateral Agent pursuant to the terms hereof; 2.3 subject to Section 6, all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for, the Pledged Securities referred to in clauses 2.1 and 2.2 above; 2.4 subject to Section Section 6, all rights and privileges of the Pledgor with respect to the Pledged Securities and other Investment Property referred to in clauses 2.1, 2.2, and 2.3 above; and 2.5 all proceeds of any of the foregoing (the items referred to in clauses 2.1 through 2.5 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, until the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and hereby grants the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral AgentAgent pursuant to Section 3 of this Agreement, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained all securities now or hereafter included in the future Pledged Securities shall be accompanied by instruments of transfer satisfactory to the Collateral Agent and by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiesand documents as the Collateral Agent may reasonably request, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property 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(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any Investment Property comprising part of the foregoing (Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the items referred to in clauses (a) through (e) above being collectively referred to Pledgor and such other instruments or documents as the “Collateral Agent may reasonably request. Each delivery of Pledged Collateral”)Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates certificates, if any, representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary owned directly by such Grantor (band shall exclude any Equity Interests owned by a Subsidiary that is that is not a Grantor) , (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) subject to Section 3.06, 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(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; , and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above above, other than any Excluded Collateral, being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under under: (a) the shares of capital stock and other equity interests all Equity Interests now owned or at any time hereafter acquired by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such (including those Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule III) and all certificates and other instruments representing all such Equity Interests; provided that the Pledged Equity shall not include more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (collectively, the “Pledged Equity”); (iib) all Promissory Notes and all Instruments evidencing Indebtedness now owned or at any debt securities in time hereafter acquired by it (including those listed opposite the future issued to name of such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiion Schedule I) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt SecuritiesDebt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) 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) abovethe Pledged Debt; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any item referred to in clauses (a) through (f) above if, for so long as and to the extent such item constitutes Excluded Property.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under each of the following: (a) the shares of capital stock and other equity interests owned (i) all Equity Interests held by it and on the date hereof (including those Equity Interests listed on Schedule II Error! Reference source not found.), and (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the foregoing clauses (i) and (ii) collectively, the “Pledged StockEquity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; (b)provided that the Pledged Equity shall not include, and no Lien shall attach to, and no representation, warranty or covenant contained herein or any other Collateral Document shall apply to, each of the following: (i) (x) more than 65% of the debt securities issued and outstanding Equity Interests (other than non-voting Equity Interests) of (1) each Subsidiary that is a Foreign Subsidiary or a CFC or (2) each Subsidiary that is a FSHCO and (y) all of the issued and outstanding Equity Interests of any direct or indirect Subsidiary of such Persons in (x)(1) or (2); (1) any Equity Interests of any Person that is not a direct wholly-owned Material Subsidiary of the Borrower or any other Grantor or (2) any Equity Interests in any other Person (other than a direct or indirect wholly-owned Material Subsidiary of the Borrower or any other Loan Party), in each case, to the extent (A) the Organization Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the pledge of such Equity Interests, (B) the pledge of such Equity Interests is otherwise prohibited or restricted by (I) applicable Law or which would require governmental (including regulatory) consent, approval, license or authorization to be pledged or that would require consent under any contractual obligation existing on the Closing Date or on the date any Subsidiary is acquired (so long as, in respect of such contractual obligation, such prohibition is not incurred in contemplation of such acquisition and except to the extent such prohibition is overridden by anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction) or (II) any agreement with a third party (other than the Borrower or any of the Restricted Subsidiaries) (provided that any such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition or restriction ceases to be in effect), or (C) would result in a change of control, repurchase obligation or other adverse consequence (in each case, except to the extent that any such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity); (iii) any margin stock; (iv) any Equity Interest, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined in good faith by the Borrower in consultation with the Collateral Agent; (v) Equity Interests in any Unrestricted Subsidiary or Immaterial Subsidiary; (vi) any Equity Interest with respect to which the Collateral Agent has determined (in its reasonable judgment) in consultation with the Borrower that the costs of pledging, perfecting or maintaining the pledge in respect of such Equity Interest hereunder exceeds the fair market value thereof or the practical benefit to the Secured Parties afforded (or proposed to be afforded) thereby; and (vii) any Equity Interest otherwise constituting an Excluded Asset; (any Equity Interests excluded pursuant to clauses (i) through (vii) above, the “Excluded Equity Interests”); provided, further, that if and when any Equity Interest shall cease to be an Excluded Equity Interest and would otherwise constitute Pledged Equity, a Lien on and security in such property shall be deemed granted therein and the provisions of this Agreement shall apply to such Equity Interests; (i) any indebtedness and promissory notes and the Instruments owned by it as of the date hereof (including those listed opposite the name of such Grantor on Schedule II, Error! Reference source not found.) and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities indebtedness and (iii) the any promissory notes and any other instruments evidencing Instruments owned by such debt securitiesGrantor from time to time in the future (the foregoing clauses (i) and (ii) collectively, if any (the “Pledged Debt SecuritiesDebt”), in each case including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt; provided that the Pledged Debt shall not include, and no Lien shall attach to, and no representation, warranty or covenant contained herein or any other Collateral Document shall apply to, any Excluded Asset; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d), ) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and and (e) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”; provided that the Pledged Collateral shall not include, and the Security Interest shall not attach to, any Excluded Asset).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and 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 Grantor’s right, title and interest in, to and under (aa)(i) the shares Equity Interests of capital stock and other equity interests any Subsidiary owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule IIII hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); (b)(i) the debt securities and Instruments owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities and Instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities Grantor, and (iii) the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) subject to Section 2.05, 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(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other equity interests Equity Interests owned by it and (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other equity interests Equity Interests of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Non-U.S. Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) (i) the all debt securities (including, without limitation, those listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto), (ii) any all debt securities securities, in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the all promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt 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 5, 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), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral.”) Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (e) above being collectively referred to as the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned (i) all Equity Interests held by it and on the date hereof (including those Equity Interests listed on Schedule II II) and (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the foregoing clauses (i) and (ii) collectively, the “Pledged StockEquity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of (1) each Subsidiary that is a Foreign Subsidiary and (2) each Subsidiary that is a CFC Holdco, (B) any Equity Interests of (1) any Person that is not a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party or (2) a joint venture or any other Person (other than a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party), in each case to the extent (x) the Organization Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the pledge of such Equity Interests, (y) the pledge of such Equity Interests is otherwise prohibited or restricted by any other agreement with a third party (other than Holdings, the Borrower or any of their respective Subsidiaries) or would result in a change of control, repurchase obligation or other adverse consequence (in each case, except to the extent that any such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity), (it being acknowledged and agreed that, as of the Closing Date, this clause applies to Equity Interests in Advantage AMP Inc. and Advantage Consumer Healthcare LLC), (C) any margin stock, (D) any Equity Interest, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined by the Borrower with notice in writing (which shall reasonably identify the basis for such determination) to the Administrative Agent, and (E) any specifically identified Equity Interest with respect to which the Administrative Agent has determined (in its reasonable judgment) that the costs of pledging, perfecting or maintaining the pledge in respect of such Equity Interest hereunder exceeds the fair market value thereof or the practical benefit to the Secured Parties afforded thereby (any Equity Interests excluded pursuant to clauses (A) through (E) above, the “Excluded Equity Interests”); provided, further, that if and when any Equity Interest shall cease to be an Excluded Equity Interest and would otherwise constitute Pledged Equity, a Lien on and security in such property shall be deemed granted therein and the provisions of this Agreement shall apply to such Equity Interests; (b) (ib)(i) the any indebtedness, debt securities and promissory notes and the Instruments evidencing Indebtedness owned by it as of the date hereof (including the Global Intercompany Note and those listed opposite the name of such Grantor on Schedule II, ) and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such indebtedness, debt securities and (iii) the any promissory notes and any other instruments Instruments evidencing Indebtedness owned by such debt securitiesGrantor from time to time in the future (the foregoing clauses (i) and (ii) collectively, if any (the “Pledged Debt SecuritiesDebt”), in each case including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt; provided, further, that the Pledged Debt shall not include Excluded Intercompany Debt; (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), (b) and (bc) above; (d), ) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Security Interest granted pursuant to Section 2.01 shall, prior to the Discharge of First Lien Obligations, be subject and subordinated to the Lien granted to the First Lien Collateral Agent for the benefit of the holders of the First Lien Obligations to secure the First Lien Obligations pursuant to the First Lien Security Agreement on the terms set forth in the Intercreditor Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and it, including those that are listed on Schedule II II, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); (b)provided that the Pledged Equity shall not include Excluded Assets; (iii) (A) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (iiB) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing Indebtedness owed to it (including those listed on Schedule II) or obtained in the future by such debt securities, if any Grantor (the “Pledged Debt SecuritiesDebt”); provided that (cx) the Pledged Debt shall not include any Excluded Assets and (y) the Pledged Debt of Holdings shall be limited to the promissory notes and any other instruments evidencing Indebtedness owed to it by the Borrower or any Restricted Subsidiary, including those listed on Schedule II; (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as ------- the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule II, I hereto and all shares of the capital stock of any Subsidiary hereafter acquired by such Pledgor (iithe "Pledged Stock") any and the certificates representing the Pledged Stock; (b) the ------------- promissory notes listed opposite the name of such Pledgor on Schedule I hereto and all promissory notes or other debt securities in the future issued to of any Subsidiary hereafter acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any Pledgor (the “"Pledged Debt Securities”)Notes") and the certificates representing ------------- the Pledged Notes; (c) all other property which may be delivered to and held by the Security Agent pursuant to the terms hereof; (d) subject to Section 2.04, 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), (b) and (bc) above; (d), e) subject to Section 2.06(d)2.04, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred called the "Collateral"). ---------- TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and references pertaining or incidental thereto, unto the Security Agent, its successors and its assigns, for the benefit of the Secured Parties, forever; subject, however, to as the “Pledged Collateral”)terms, covenants and ------- ------- conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding Equity Interests entitled to vote (bwithin the meaning of Treasury Regulation § 1.956-2(c) ) of any (i) Foreign Subsidiary or (ii) any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes that holds more than 65% of the Capital Stock of a Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II II) and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (collectively referred to herein as the “Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor the Borrower hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantorthe Borrower’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and it, including but not limited to those listed on Schedule II I and any other equity interests Equity Interests obtained in the future by such Grantor the Borrower and the certificates certificates, if any, representing all such Equity Interests (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) Equity Interests of the SPE or (ii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Borrower and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) 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), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor the Borrower 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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth (including Section 5.13).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests now owned by it and listed on Schedule II and or at any other equity interests obtained in the future time hereafter acquired by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes all certificates and any other instruments evidencing representing all such debt securitiesEquity Interests (collectively, if any (the “Pledged Debt SecuritiesEquity Interests”); provided that the Pledged Equity Interests shall not include (A) more than 66% of the issued and outstanding voting Equity Interests of any CFC or FSHCO, (B) Equity Interests in any Person that is not a Subsidiary or (C) Equity Interests in any Unrestricted Subsidiary (the Equity Interests so excluded under clauses (A) and (B) above being collectively referred to herein as the “Excluded Equity Interests”); (b) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 and Section 3.02; (c) subject to Section 3.06, 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 clause (a) and (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests directly owned by it and (including those listed on Schedule II II) and any other equity interests Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (b)i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign (i) the debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such Pledgor having, in the case of each instance of debt securities securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (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”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Secured Notes Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance of the Note Obligations, then, solely to the extent securing the Note Obligations, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to the Note Obligations solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Collateral Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Collateral Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations; provided that the Collateral Agent shall not be required to take any such action unless the Company shall have delivered to the Collateral Agent, together with such written request, a certificate of an Officer of the Company certifying that such action is permitted by the Note Documents, and any such action taken by the Collateral Agent shall be without recourse to or warranty by the Collateral Agent. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Note Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations, to the extent otherwise required by this Agreement.

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such the Grantor’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under (ai) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such the Grantor and the certificates certificates, if any, representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) (A) any debt securities in the future issued to such the Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiB) the promissory notes and any other instruments Instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (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 2.05, 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 (i), (ii) and (iii) above; (v) subject to Section 2.05, all rights and privileges of the Grantor with respect to the securities and other property referred to in clauses (i), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); and (b) as security for the payment or performance, as the case may be, in full of the Member Obligations, the Member hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of Member’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) any Equity Interests in the Grantor and the certificates, if any, representing all such Equity Interests, (ii) subject to Section 2.05, 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 Equity Interests referred to in clauses clause (a) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (ci) above; and (eiii) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (eii) above being collectively referred to as the “Member Pledged Equity Interests”). TO HAVE AND TO HOLD the Pledged Collateral”), the Member Pledged Equity Interests, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Credit Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) under: 2.1 the shares of capital stock and other equity ownership interests owned by it each Pledgor and listed on Schedule II I hereto, and any shares of capital stock or other equity interests interest of any Subsidiary obtained in the future by such Grantor the Pledgor, and the stock certificates or other securities representing all such Equity Interests shares or equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (or such lesser percentage as is owned by Pledgor) (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) ; 2.2 all payments of principal or interestother Investment Property that may be delivered to, and held by, the Collateral Agent pursuant to the terms hereof; 2.3 subject to Section 6, all 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 2.06(d)6, all rights and privileges of such Grantor 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 2.5 being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Credit Parties, until the Secured Obligations have been paid in full in cash, the Lenders have no further commitment to lend; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to SECTION 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to 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, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests under: 2.1 all Capital Stock, owned by it and listed the Pledgor in each entity designated as on “Issuer” on Schedule II I hereto, and any other equity interests Capital Stock obtained in the future by such Grantor the Pledgor, and the stock certificates or other security certificates (as defined in the UCC) representing all any such Equity Interests Capital Stock (but excluding (a) Capital Stock in any Immaterial Subsidiary, (b) Capital Stock in any Unrestricted Subsidiary and (c) Capital Stock representing more than 65% of the outstanding shares of Voting Stock of any Foreign Subsidiary (or such greater percentage as is permitted by any change in 26 U.S.C. §1ff or other Applicable Law to be pledged by the Pledgor without such pledge resulting in United States income tax liability with respect to such Foreign Subsidiary) (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) ; 2.2 all payments other Investment Property that may be delivered to, and held by, the 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 principal or interestthe Intercreditor Agreement; 2.3 subject to Section 6, all 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 2.06(d)6, all rights and privileges of such Grantor 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”). 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, until (i) the Commitments have expired or been terminated and (ii) all of the Secured Obligations (other than contingent indemnity obligations with respect to then unasserted claims) have been paid in full in cash, at which time the Collateral Agent shall execute and deliver to the Pledgors, at the Pledgors’ expense, all UCC termination statements and similar documents that the Pledgors shall reasonably request to evidence such termination; provided, however, this Agreement shall remain in full force and effect with respect to those provisions of this Agreement that expressly survive termination hereof, and provided, further, that in connection with the termination of this Agreement and the release and termination of the security interests in the Pledged Collateral, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to the Other Liabilities, and provided further that the Credit Agreement, this Agreement, and the security interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Pledgor or any other Loan Party. Any execution and delivery of termination statements or other documents pursuant to this paragraph shall be without recourse to, or warranty by, the Collateral Agent or any other Secured Party. 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 Payment In Full of the Obligations, each Grantor hereby assigns as security and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (aa)(i) the shares Equity Interests now or at any time hereafter owned by or on behalf of capital stock such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests Interests, but excluding any Excluded Assets ((i) and (ii) collectively, the “Pledged StockEquity Interests”); (b) (ib)(i) the debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, but excluding any Excluded Assets and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing all such debt securities, if but excluding any Excluded Assets ((i) and (ii) collectively, the “Pledged Debt Securities”); (c) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property 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 Interests and (b) abovePledged Debt Securities; (d), e) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing foregoing, but in each case in respect of clauses (a) through (e), excluding any Excluded Assets (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates (iii) all certificates, if any, representing all any such Equity Interests (all the “Pledged Stock”foregoing collectively referred to herein as the "PLEDGED EQUITY INTERESTS"); , (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing any such debt securitiessecurities (all the foregoing collectively referred to herein as the "PLEDGED DEBT SECURITIES"), if any (the “Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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"). TO HAVE AND TO HOLD the Pledged Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests or the Borrower and each Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Grantor, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares and (iii) any Equity Interests described in Section 5.12(c)(iii) of the Credit Agreement; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note Holdings, the Borrower or other instrument evidencing such debt securities any Subsidiary and (iii) the certificates, promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.06, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of any subsidiaries owned by it and listed on Schedule II and any other equity interests Equity Interests of any subsidiaries obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b)the (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities (other than Permitted Investments) in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) 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), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it such Grantor on the date hereof and listed on Schedule II and any other equity interests Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (x) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) any Equity Interest in any Immaterial Subsidiary or any Investment Subsidiary other than CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investors, LLC and CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investors, Inc.; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule IIsubject to Section 3.06, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property 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 clause (a) and (b) above; (d), c) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor 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 Collateral”). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns pledges unto the Trustee, its successors and pledges assigns, and hereby grants to the Collateral AgentTrustee, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of the Issuer or any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); (b) ) all indebtedness held by such Pledgor, including (i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, including the First Mortgage Bonds, the ▇▇▇▇▇ Mirror Note and any Company Note, (ii) any debt securities indebtedness in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securitiesindebtedness, if any but excluding the Bonds, Series X, outstanding on the Issue Date that are pledged on the Issue Date to the PBGC, (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Trustee pursuant to the terms hereof; (d) subject to Section 5, 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), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 Trustee, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock or bond powers duly executed in blank or other instruments of transfer satisfactory to the Trustee, including, in connection with the First Mortgage Bonds, the power of attorney in the form of Exhibit A hereto and the instrument of transfer in the form of Exhibit B hereto, and by such other instruments and documents as the Trustee 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 Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and it, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary (bx) that is a Foreign Subsidiary, (y) that is a subsidiary of a Foreign Subsidiary, directly or indirectly, or (z) substantially all assets of which consist of the stock and debt of entities described in clauses (x)-(y) ; (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securities, if any (the “Pledged Debt Securities”); (c) subject to Section 3.03, all payments of principal or interest, dividends, cash, instruments and other property 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(d)3.03, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and including those listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); (b); (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”").

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned or held by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity Interests”); , (b) (ib)(i) the debt securities owned or held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , including all governance rights, including all rights to vote, consent to action and otherwise participate in the management of the issuer of any Pledged Equity Interests, 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 that neither “Pledged Collateral” nor any defined term used therein shall include any Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary if, and to the extent that, the pledge of a greater percentage would have adverse tax consequences for the Borrower or any Subsidiaries or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt 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 5, 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), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests of the Borrower or any Restricted Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Restricted Subsidiary and, provided further that, the parties understand and agree that Schedule II has been prepared to give effect to (b)i) the contribution by or lending by the Borrower to Holding Co. II of cash sufficient to consummate the merger described in clause (ii) below, and (ii) the acquisition by Holding Co. II of all the issued and outstanding equity interests of PMI, for cash in the approximate amount of $243,400,000 effected through a merger of a newly formed Wholly Owned Subsidiary of Holding Co,. II with and into PMI in accordance with the terms of the Acquisition Documents, but does not give effect to (i) the conversion of PMI and certain of its subsidiaries into (i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “"Pledged Debt 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 3.05, 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), e) subject to Section 2.06(d)3.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the all shares of capital stock and other equity interests Equity Interests owned by it and (including those listed on Schedule II II) and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary that is a CFC or any Equity Interests of a Subsidiary that is owned, directly or indirectly, by a CFC, or (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares; (b) (i) the all debt securities owned by it (including those listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) all payments of principal or interest, dividends, cash, instruments and other property 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; (d), subject to Section 2.06(d), e) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; provided, further, that the Pledged Stock shall not include the Equity Interests of Knoll Muebles y Sistemas S.A. so long as all such Equity Interests are sold in compliance with the terms of the Credit Agreement; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.1; (d) subject to Section 3.6, 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; (d), e) subject to Section 2.06(d)3.6, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performanceof all Liabilities, as the case may beCompany hereby pledges, in full of the Obligations, each Grantor hereby assigns and pledges transfers to the Collateral Agent, its successors and assigns, Agent for the ratable benefit of the Secured PartiesBanks, and hereby grants to the Collateral Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, Banks a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the following: A. All of the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained securities described in the future by such Grantor and SCHEDULE I hereto, all of the certificates and/or instruments representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name shares of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or stock and other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) and all payments of principal or interestcash, securities, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon 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(d), all rights and privileges of such Grantor with respect to the securities and shares or other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds securities; B. All additional shares of stock of any of the Issuers listed in SCHEDULE I hereto at any time and from time to time acquired by the Company in any manner, all of the certificates representing such additional shares, and all cash, securities, 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 of such shares; PROVIDED, HOWEVER, that in the case of Foreign Issuers, the Agent's security interest hereunder shall not at any time extend to more than 65% of the outstanding shares of any class of stock of any such Foreign Issuer; C. All other property hereafter delivered to the Agent in substitution for or in addition to any of the foregoing, all certificates and instruments representing, or evidencing such property, and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and D. All products and proceeds of all of the foregoing. All of the foregoing are herein collectively called the "Collateral". The Company agrees to deliver to the Agent, promptly upon receipt and in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank), any Collateral which may at any time or from time to time be in or come into the items referred possession or control of the Company; and prior to the delivery thereof to the Agent, such Collateral shall be held by the Company separate and apart from its other property and in clauses (a) through (e) above being collectively referred to as express trust for the “Pledged Collateral”)Agent.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”"PLEDGED STOCK"); (b) PROVIDED that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (ii) the Equity Interests in the Timber Installment Note Subsidiaries; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”"PLEDGED DEBT 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”"PLEDGED COLLATERAL"); SUBJECT, HOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary that is not a Loan Party but is owned directly by a Loan Party, (ii) any Equity Interests of a Foreign Subsidiary that is not owned directly by a Loan Party and (iii) any Equity Interests in a Joint Venture or Glenwood Acquisition LLC; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiessecurities (the debt securities referred to in clauses (i), if any (ii) and (iii) of clause (b) being collectively referred to as the “Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (ii) the Equity Interests in SFB Fueling, LLC or […***…]; (b) ) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt 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 3.06, all payments of principal or interest, dividends, cash, instruments Instruments and other property 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests (i) Equity Interests owned by it and listed on Schedule II and II, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing, collectively, the “Pledged Stock”); provided, however, that, notwithstanding anything contained herein to the contrary, the Pledged Stock shall not include more than 65% of the issued and outstanding Equity Interests entitled to vote (bwithin the meaning of Treasury Regulation § 1.956-2(c) ) of any (i) Foreign Subsidiary or (ii) any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes that holds more than 65% of the Capital Stock of a Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiessecurities (all the foregoing, if any (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each the Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such the Grantor’s right, title and interest in, to and under under: (aa)(i) the shares Equity Interests now or at any time hereafter owned by or on behalf of capital stock the Grantor, including those set forth on Schedule I, and (ii) all certificates and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates instruments, if any, representing all such Equity Interests ((i) and (ii) collectively, the “Pledged StockEquity Interests”); (b) (i) the debt securities listed opposite now owned or at any time hereafter acquired by the name of such Grantor Grantor, including those set forth on Schedule III, and (ii) any debt securities in the future issued to such Grantor represented by a all promissory note or notes and other instrument instruments evidencing all such debt securities ((i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt Securities”); (c) all other property of the Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (d) subject to Section 3.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property 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 Interests and (b) abovePledged Debt Securities; (d), e) subject to Section 2.06(d)3.05, all rights and privileges of such the Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (cd) above; (f) the Assigned Agreements, and (eg) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (eg) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Equity Interests, the Pledged Debt Securities or the Pledged Collateral include any Excluded Property.

Pledge. As security for the payment or and performance, as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest ininterest, subject to Permitted Liens in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) all the shares of capital stock and other equity interests Equity Interests owned by it and (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other equity interests Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Non-U.S. Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares or (iii) any Excluded Property; (b) (i) the all debt securities (including, without limitation, those listed opposite the name of such Grantor Pledgor on Schedule IIII hereto), and (ii) any all debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the Pledgor, together with all promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”" and together with the Pledged Stock, the "Pledged 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 5, all payments of principal or interest, dividends, cash, instruments and other property 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), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) 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”").

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor the Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, assigns as security and pledges to delivers unto the Collateral AgentSecured Party, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and of Cadence Bank, N.A., a national banking association (“Cadence”), having an aggregate book value at all times of not less than $75,000,000 which are listed on Schedule II and any other equity interests obtained in the future by such Grantor I hereto and the certificates representing all such Equity Interests in Cadence (the “Pledged Stock”); provided that the Pledged Stock shall not include, to the extent that applicable law requires that Cadence issue directors’ qualifying shares or issue shares to satisfy national citizenship requirements, such shares; (b) (i) all other property that may be delivered to and held by the debt securities listed opposite Secured Party pursuant to the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)terms hereof; (c) subject to Section 5, 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) abovePledged Stock; (d), ) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (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”). Upon delivery to the Secured Party, (i) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Secured Party and by such other endorsements, instruments and documents as the Secured Party may reasonably request and (ii) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other endorsements, instruments or documents as the Secured Party may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Secured Party, its successors and assigns, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.06, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral AgentLender, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral AgentLender, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of any subsidiaries owned by it and listed on Schedule II and any other equity interests Equity Interests of any subsidiaries obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities (other than Permitted Investments) in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiessecurities (collectively, if any (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Lender pursuant to the terms of this Section 2.01; (d) 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), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Lender, its successors and assigns forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, and its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, and its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under the following: (a) (i) the shares of capital stock and other equity interests Capital Stock directly owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and on the certificates representing all such Equity Interests date hereof (the “Pledged Stock”); (b) (i) the debt securities including those listed opposite the name of such Grantor on Schedule II), (ii) any other Capital Stock obtained in the future by such Grantor and (iii) the certificates representing all such Capital Stock (collectively, the “Pledged Stock”); provided that with respect to any Domestic Secured Obligations, the Pledged Stock shall not include (A) more than 66% of the issued and outstanding voting Capital Stock of any Foreign Subsidiary that is a First-Tier Subsidiary, (B) more than 66% of the issued and outstanding voting Capital Stock of any Qualified CFC Holding Company that is a First Tier Subsidiary, (C) any issued and outstanding Capital Stock of any Foreign Subsidiary that is not a First Tier Subsidiary, or (D) any issued and outstanding Capital Stock of any Qualified CFC Holding Company that is not a First Tier Subsidiary; provided further, that it is the intent of this Agreement that not more than 66% of the issued and outstanding voting Capital Stock of the Additional Borrower directly or indirectly owned (i) the debt securities and inter-company loans or advances owned by such Grantor (including those listed opposite the name of such Grantor on Schedule II), (ii) any debt securities or inter-company loans or advances in the future issued held by or owed to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing any such debt securitiessecurities or inter-company loans or advances (collectively, if any (the “Pledged Debt Securities”); (c) subject to the provisos in clause (a) above, all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, 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 or instruments referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any and all of the foregoing (the items referred to in the foregoing clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary, no pledge or security interest is created hereby in, and the Pledged Collateral, Pledged Stock and Pledged Debt Securities shall not include, any property that would be excluded pursuant to Section 4.01(d) of this Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such the Grantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II 4 and (ii) any other equity Equity Interests exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other NHL affiliated entities) or constituting Core Collateral, in each case, obtained in the future by such the Grantor and the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such the Grantor on Schedule II5, (ii) any debt securities in the future issued to such the Grantor represented by a promissory note exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other instrument evidencing such debt securities NHL affiliated entities) and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”), it being understood and agreed that the Pledged Debt Securities shall not include debt securities issued to the Grantor by its Affiliates; (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(d)2.06, all rights and privileges of such the Grantor that are described in Section 2.06 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”). TO HAVE AND TO HOLD the Pledged Collateral unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties; subject, however, to the terms, covenants and conditions set forth in this Agreement and the other Loan Documents.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and 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”) owned by it such Pledgor and listed on Schedule II hereto and any other equity interests Equity Interests obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 5, 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 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Shares; and (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”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Note Guarantor or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares. Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary of the Issuer shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), when considered in the aggregate with all other capital stock or other securities of such Subsidiary subject to a security interest under the Indenture, does not exceed 19.99% of the principal amount of the then outstanding Notes issued by the Issuer; provided, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the 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 agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Pledged Stock or Pledged Debt Securities secure the Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further, in such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to release the security interests on the shares of capital stock or other securities that are so deemed to no longer constitute part of 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 Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, in accordance with, and to the extent consistent with, the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the its Obligations, each Grantor Guarantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, 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 PartiesParties and as bailee for the Collateral Agent as collateral agent for the ratable benefit, on a basis junior and hereby grants subordinated (in Lien only) to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b)First Lien Secured (i) the debt securities listed opposite the name of such Grantor Guarantor on Schedule SCHEDULE II, (ii) to the extent required by Section 3.02(b), any debt securities in the future issued to to, or acquired by, such Grantor represented by a promissory note or other instrument evidencing such debt securities Guarantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”"PLEDGED DEBT SECURITIES"); (c) subject to Section 3.06, 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(d)3.06, all rights and privileges of such Grantor Guarantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (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"). TO HAVE AND TO HOLD the Pledged Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, forever; SUBJECT, HOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (1) the Equity Interests (a) the shares of capital stock and other equity interests directly owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor as of the Issue Date and (b) obtained by such 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”); (b); (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii2) the promissory notes and any other instruments evidencing Indebtedness (a) owned by such debt securitiesGrantor as of the Issue Date and (b) issued to such Grantor after the Issue Date, if other than any Excluded Assets (the instruments described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Debt Securities”); ; (c3) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in the foregoing clauses (a1) and (b2); (4) above; (d), subject to Section 2.06(d)3.05 hereof, all rights and privileges of such 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”). Notwithstanding anything to the contrary in this Agreement or any other Notes Document, none of the Pledged Stock, Pledged Debt Securities or Pledged Collateral will include nor will the security interests granted hereunder attach to any Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the 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 and in each case subject to the Indenture.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor the Borrower hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantorthe Borrower’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests now owned or at any time hereafter acquired by it and listed the Borrower, including those set forth on Schedule II I and any (ii) all certificates and other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); (b) (ib)(i) the debt securities listed opposite now owned or at any time hereafter acquired by the name of such Grantor on Schedule II, Borrower and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (d) subject to Section 2.05, 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), e) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor the Borrower 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”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and it, which, as of the Closing Date are listed on Schedule II II, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b) (i) the debt securities owned by it, which, as of the Closing Date are listed opposite the name of such Grantor on Schedule II, (ii) II and any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; above and (ef) 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”).

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Capital Stock owned by it and listed on Schedule II hereto and any other equity interests shares of Capital Stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities securities, instruments or obligations in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other securities and instruments that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, 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 and instruments referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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"); provided further, that (i) the ▇▇▇▇▇▇▇ Obligations shall be secured only by the ▇▇▇▇▇▇▇ Collateral, (ii) the WOW Obligations shall be secured only by the WOW Collateral and (iii) the Southwest Obligations shall be secured only by the Southwest Collateral (it being understood that the ▇▇▇▇▇▇▇ Collateral, the WOW Collateral and the Southwest Collateral shall also secure all General Obligations) and provided further that any Collateral that is neither ▇▇▇▇▇▇▇ Collateral nor WOW Collateral nor Southwest Collateral shall only secure the General Obligations. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”).Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. For the purposes of this Agreement:

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (A) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower which is treated as a Foreign Subsidiary of the Borrower for United States federal income tax purposes, (B) any Equity Interest in any Not for Profit Subsidiary, or (C) any Equity Interest in any Immaterial Subsidiary, Unrestricted Subsidiary, special purpose securitization Subsidiary or Margin Stock, and (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or its bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, 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 items referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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”” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, and its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, and its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the “foregoing collectively referred to herein as the "Pledged Stock”"); (b)provided, however, that the Pledged Stock shall not include more (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the “foregoing collectively referred to herein as the "Pledged Debt 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 3.06, 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), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns pledges and pledges grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and that are listed on Schedule II and hereto and, subject to applicable law, any other equity interests Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “Pledged StockInterests”); , provided that, to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, the Pledged Interests shall not include such qualifying shares, (b) ) (i) the debt securities owned by it that are listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) subject to applicable law, any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securitiessecurities ((b)(i), if any (b)(ii) and this (b)(iii) being collectively referred to as the “Pledged Debt 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 5, 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), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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 “Pledged Collateral”). Upon delivery to the Administrative Agent, (x) any Pledged Interests in certificated form, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (all collectively referred to as the “Pledged Securities”) shall be accompanied by undated stock powers or other applicable instruments of transfer, in the case of Pledged Debt Securities duly executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (y) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything in this Agreement, any other Loan Document or any Platinum Lease to the contrary, (A) the Collateral shall not include any securities or other property referred to in clauses (a) through (f) above, or any rights and privileges with respect to, or proceeds of, any of such securities or other property, (i) if the Administrative Agent determines, after consultation with the Borrower that granting a security interest in such securities or other property would (x) violate the law of the jurisdiction in which such securities or other property are located or the law of the jurisdiction where the Person owning such securities or property is organized, (y) violate the terms of any material contract binding on STX, the Borrower or any Subsidiary (but only to the extent that the restrictions in all such contracts, taken as a whole, do not materially limit the Collateral that would otherwise be pledged pursuant to the Collateral and Guarantee Requirement and Section 5.14 of the Credit Agreement to secure the Obligations) or (z) result in a material adverse tax consequence to the Loan Party granting such security interest or (ii) if the Administrative Agent shall determine that the cost to STX, the Borrower or any Grantor of granting and perfecting a Lien in such securities or other property would be excessive in view of the related benefits to be received by the Lenders therefrom, provided that any securities or other property excluded as Collateral pursuant to this clause (ii) shall be specified on Schedule III, as modified by the Administrative Agent from time to time, and (B) (i) the pledge of Equity Interests of any CFC Subsidiaries of a U.S. Subsidiary to secure the Obligations of any U.S. Loan Party shall not include (x) more than 65% of the outstanding voting Equity Interests of each “first tier” CFC Subsidiary directly owned by such U.S. Subsidiary or (y) any Equity Interests of any CFC Subsidiary of such U.S. Subsidiary that is not a “first tier” CFC Subsidiary of such U.S. Subsidiary and (ii) the pledge of Equity Interests of any Qualified CFC Holding Company of any U.S. Subsidiary to secure the Obligations of any U.S. Loan Party shall not include (x) more than 65% of the outstanding voting Equity Interests of each “first tier” Qualified CFC Holding Company directly owned by such U.S. Subsidiary and (y) any Equity Interests of any Qualified CFC Holding Company of such U.S. Subsidiary that is not a “first tier” Qualified CFC Holding Company of such U.S. Subsidiary.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a 5 SECTION 2.02. continuing security interest in, all of such Grantor’s right, title and interest in, to and under under: (a) the shares of capital stock and other equity interests all Equity Interests now owned or at any time hereafter acquired by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such (including those Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule III) and all certificates and other instruments representing all such Equity Interests (collectively, the “Pledged Equity”); (iib) all Promissory Notes and all Instruments evidencing Indebtedness now owned or at any debt securities in time hereafter acquired by it (including those listed opposite the future issued to name of such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiion Schedule I) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt SecuritiesDebt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) 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) abovethe Pledged Debt; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any item referred to in clauses (a) through (f) above if, for so long as and to the extent such item constitutes Excluded Property.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor The Pledgor hereby assigns and pledges to the Collateral Agent, its successors Lender and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors Lender a lien on and assigns, for the benefit of the Secured Parties, a security interest inin the following, all of such Grantor’s rightwhether now owned or at any time hereafter acquired by the Pledgor (collectively, title and interest in, to and under the “Collateral”): (a) all of the shares Series A-2 Units and Common A-2 Units (collectively, the “Pledged Interests”) of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in BHAC Capital IV, L.L.C., a Delaware limited liability company (the future by such Grantor “Issuer”), and the certificates representing the Pledged Interests, and all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividendsdistributions, cash, instruments 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 ofPledged Interests, and all additional Units (as defined in the Second Amended and Restated Limited Liability Company Agreement of the Issuer dated as of June 29, 2007 (the “LLC Agreement”)) of or in the Issuer from time to time acquired in any manner by the Pledgor, and the certificates, if any, representing such additional Units, and all distributions, cash, instruments and other Proceeds received property from time to time received, receivable or otherwise distributed in respect of, the securities referred to of or in clauses (a) and exchange for any or all of such additional Units; and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (including, without limitation, proceeds constituting any property of the items referred types described above). The Pledgor has delivered to the Lender each of the certificates representing the Pledged Interests, accompanied by an undated transfer power with respect to each such certificate, executed in clauses blank by the Pledgor and an acknowledgment (a) through (e) above being collectively referred to as the “Acknowledgment”) of the Chief Financial Officer of the Issuer confirming, among other things, that the Lender’s security interest in the Pledged Collateral”)Interests has been registered in the books and records of the Issuer, that such security interest does not violate any term or provision of the LLC Agreement or any of the Issuer’s other organizational documents and that the Issuer will follow the Lender’s instructions with respect to any distributions payable on account of, or any other proceeds of, the Pledged Interests.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II hereto and any Equity Interests of the Borrower or any Subsidiary (other equity interests than any Inactive Subsidiary) obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests (the “"PLEDGED STOCK"); PROVIDED that the Pledged Stock”)Stock shall not include (i) more than 65% of the issued and outstanding shares of voting capital stock and 100% of the issued and outstanding shares of nonvoting capital stock (if any) of any Foreign Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares or (iii) the shares of capital stock of any Foreign Subsidiary with total assets of less than $500,000; (b) (i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or any Pledgor (other instrument evidencing such debt securities than Azimuth) and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”"PLEDGED DEBT 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 5, 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), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 SECURITIES") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; SUBJECT, HOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and it, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary (bx) that is a Foreign Subsidiary, (y) that is a subsidiary of a Foreign Subsidiary, directly or indirectly, or (z) substantially all assets of which consist of the stock and debt of entities described in clauses (x)-(z) ; (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 3.03, all payments of principal or interest, dividends, cash, instruments and other property 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(d)3.03, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns assigns, pledges and pledges grants to the Collateral AgentSecured Party, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II 4.1 and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockSecurities”); provided that the Pledged Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b) ) (i) the debt securities listed opposite the name of such Grantor on Schedule II4.1, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt SecuritiesDebt”); , (c) all other property that may be delivered to and held by the Secured Party pursuant to the terms of this Section 4.1, (d) subject to Section 4.6, 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; , (d), e) subject to Section 2.06(d)4.6, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Secured Party, its successors and assigns, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Parent hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (aa)(i) the shares CAC Loans and (ii) each and every CAC Note Document; (b) all Equity Interests of capital stock and other equity interests US Holdco directly owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); (b) (i) provided that the debt securities listed opposite Pledged Stock shall not include to the name of extent applicable law requires that US Holdco issue directors' qualifying shares, such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note shares or nominee or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)similar shares; (c) subject to Section 3.06, 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 securities, instruments and agreements referred to in clause (a) and (b) above; (d) subject to Section 3.06, all rights and privileges of Parent with respect to the securities, instruments and agreements referred to in clauses (a) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged "Collateral”"). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothe ▇▇▇▇▇, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt 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 5, 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), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned (i) all Equity Interests held by it and on the date hereof (including those Equity Interests listed on Schedule II II) and (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the foregoing clauses (i) and (ii) collectively, the “Pledged StockEquity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of (1) each Subsidiary that is a Foreign Subsidiary and (2) each Subsidiary that is a CFC Holdco, (B) any Equity Interests of (1) any Person that is not a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party or (2) a joint venture or any other Person (other than a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party), in each case to the extent (x) the Organization Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the pledge of such Equity Interests, (y) the pledge of such Equity Interests is otherwise prohibited or restricted by any other agreement with a third party (other than Holdings, the Borrower or any of their respective Subsidiaries) or would result in a change of control, repurchase obligation or other adverse consequence (in each case, except to the extent that any such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity), (it being acknowledged and agreed that, as of the Closing Date, this clause applies to Equity Interests in Advantage AMP Inc. and Advantage Consumer Healthcare LLC), (C) any margin stock, (D) any Equity Interest, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined by the Borrower with notice in writing (which shall reasonably identify the basis for such determination) to the Administrative Agent, and (E) any specifically identified Equity Interest with respect to which the Administrative Agent has determined (in its reasonable judgment) that the costs of pledging, perfecting or maintaining the pledge in respect of such Equity Interest hereunder exceeds the fair market value thereof or the practical benefit to the Secured Parties afforded thereby (any Equity Interests excluded pursuant to clauses (A) through (E) above, the “Excluded Equity Interests”); (b)provided, further, that if (i) the any indebtedness, debt securities and promissory notes and the Instruments evidencing Indebtedness owned by it as of the date hereof (including the Global Intercompany Note and those listed opposite the name of such Grantor on Schedule II, ) and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such indebtedness, debt securities and (iii) the any promissory notes and any other instruments Instruments evidencing Indebtedness owned by such debt securitiesGrantor from time to time in the future (the foregoing clauses (i) and (ii) collectively, if any (the “Pledged Debt SecuritiesDebt”), in each case including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt; provided, further, that the Pledged Debt shall not include Excluded Intercompany Debt; (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), (b) and (bc) above; (d), ) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.