Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 GuaranteeSenior Guarantees, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded SecurityReceivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (iiii)(A) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided (iii) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityAdministrative Agent pursuant to the terms of this Section 2.01; (iiiiv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iiiiv) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests held owned by it, it (including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I I) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the 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 Security; Equity Interests”) or (ii) any Equity Interests to the debt securities 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, it (including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities ) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); , provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded SecurityProperty; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. ): 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, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II and any other Equity Interests of the US Borrower or any Subsidiary of the US Borrower obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded Security; Foreign Subsidiary to secure the Obligations other than the Foreign Obligations and (ii) at the debt securities owned option of the Collateral Agent, the issued and outstanding Equity Interests of any Foreign Subsidiary of the US Borrower if such Pledgor assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest to and under such Equity Interests pursuant to a Foreign Pledge Agreement entered into with the Collateral Agent that is in compliance with and is governed by it, including without limitation those the laws of the jurisdiction of organization of such Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.063.06, all payments of principal principal, premium (if any) or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt(c) above; (ive) subject to Section 2.063.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 termination provisions of Section 7.15 and the other terms, covenants and conditions hereinafter set forthforth (including in Section 3.06).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (b)(i) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided provided, that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, howeverfor the avoidance of doubt, that in no event shall none of the Pledged Collateral shall include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Obligations, including the Guarantee, each Grantor hereby 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 and lien on in, all of such Grantor’s right, title and interest in, to and under under: (ia)(i) the Equity Interests now or at any time hereafter owned by or on behalf of such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I certificates and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded SecurityEquity Interest or any Excluded Assets; (iib)(i) the debt securities now owned or at any time hereafter acquired by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, any debt securities obtained in the future by such Grantor and the (ii) all promissory notes and any other instruments evidencing any all such debt securities ((i) and (ii) collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecurityAssets; (iiic) 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 2.063.05, 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 Pledged Equity Interests and Pledged DebtDebt Securities; (ive) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above (excluding any Excluded Assets) being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (ia)(i) all the Equity Interests held owned by it, such Grantor on the date hereof (including without limitation those all such Equity Interests listed opposite the name of such Grantor on Schedule I and II), (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided 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 Security; Collateral, (iib)(i) the debt securities owned held by it, such Grantor on the date hereof (including without limitation those all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); provided , (c) subject to the proviso in clause (a) above, all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded Security; Administrative Agent pursuant to the terms of this Section 3.01, (iiid) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) above, (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (d) above, and (iii) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding anything to the contrary, howeverno pledge or security interest is created hereby in, that in no event shall and the Pledged Collateral include shall not include, any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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 Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary that is a Domestic Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (iib)(i) the debt securities owned by it, including without limitation those currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor and Guarantor hereby pledges and grants 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 and lien on all of such Grantor’s Pledgor and Guarantor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and Guarantor and the certificates representing all such Equity Interests (the “"Pledged Equity”Interests"); provided that the Pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Excluded SecurityForeign Subsidiary or (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor and Guarantor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor and Guarantor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and Guarantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor and Guarantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”); providedInterests, howeverany Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and Guarantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The pledge of the Pledged Securities is subject to the terms and conditions of that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated certain Option Agreement dated September 21, 1998, as having a security entitlement within amended on September 22, 2000, September 25, 2001, and October 25, 2001, among Tokuyama Corporation, Marubeni Corporation, Marubeni America Corporation, the meaning of Article 8 of any applicable Uniform Commercial CodeIssuer and MEMC Pasadena. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary that is a Domestic Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (iib)(i) the debt securities owned by it, including without limitation those currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteeGuarantees, each Grantor hereby pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each first-tier Foreign Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged pledged Equity Interests shall not include any Excluded SecuritySecurities; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity and Pledged Debtsecurities referred to in clause (a) above; (ivc) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged CollateralStock”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Obligations, including each Guarantee of the GuaranteeObligations, each Grantor hereby pledges to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests now or hereafter held by itsuch Grantor in each Subsidiary (other than any such Equity Interests constituting Excluded Property), including without limitation those the Equity Interests listed on Schedule I I, and any other Equity Interests obtained in the future by such Grantor andcertificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (b) any Excluded Security; (iipromissory note(s), Tangible Chattel Paper and Instrument(s) the debt securities owned by it, including without limitation those debt securities evidencing Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule II and any promissory note(s), Tangible Chattel Paper and Instrument(s) evidencing Indebtedness (including, without limitation, any debt securities obtained intercompany notes) directly owing to such Grantor in the future by (other than any such Grantor promissory note(s), Tangible Chattel Paper and the promissory notes and any other instruments Instrument(s) evidencing any debt Indebtedness constituting Excluded Property) (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) above; and (ve) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); providedprovided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, howevernothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, that in no event shall and none of the Pledged Collateral include shall include, any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, in a Person that is or becomes a subsidiary of such Grantor and the certificates representing all such Equity Interests (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded Security; Foreign Subsidiary directly held by a Loan Party, (ii) any Equity Interests of any Foreign Subsidiary not directly held by a Loan Party, or (iii) Equity Interests in Shanghai RedPrairie Systems, Ltd. or any other Foreign Subsidiary to the debt securities owned extent a pledge of such Equity Interests is illegal or otherwise prohibited by it, including without limitation those applicable law; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule I, (ii) any debt securities obtained or intercompany loans or advances in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on all of such Grantor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities a Material Subsidiary obtained in the future by such Grantor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Equity Interests; (b)(i) the debt securities currently issued to any Grantor and all other debt owing to any Grantor (which such debt constituting Pledged Debt as of the date hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Grantor and any other debt which may in the future be owing to any Grantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded SecurityAsset; (iiic) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for the payment or performance, as the case may be, in full of the ObligationsObligations (whether at stated maturity, including the Guaranteeby acceleration or otherwise), each Grantor hereby pledges delivers, mortgages, hypothecates, pledges, assigns and transfers, as appropriate, 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 lien on and first priority security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held of the Borrower and each Subsidiary owned by it, including without limitation those Equity Interests it and listed on Schedule I II and any other Equity Interests or the Borrower and each Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (x) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares and (y) to the extent (but only to the extent) reasonably expected to cause adverse tax consequences to the Borrower, any Excluded SecurityEquity Interests in any Foreign Subsidiary to the extent resulting in more than 66% of the total combined voting power of all classes of stock in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (on a fully diluted basis) being pledged to the Collateral Agent, on behalf of the Grantors, under this Agreement (it being understood that all of the Equity Interests in any Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) shall be Collateral pledged hereunder); (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor by Holdings, the Borrower or any Subsidiary and (iii) the certificates, promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 3.01; (iiid) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by itit (including, including without limitation limitation, those Equity Interests listed on Schedule I II hereto) and any shares of capital stock and other Equity Interests of any Subsidiary obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Excluded Security; 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) all debt securities owned by it(including, including without limitation limitation, those debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto), any (ii) all debt securities obtained securities, in the future by such Grantor issued to the Pledgor and the (iii) all promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral.”) Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in clauses the Collateral (i) through (v) above being collectively referred to as the “Pledged CollateralSecurities”); provided) 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each first-tier Foreign Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged pledged Equity Interests shall not include any Excluded SecuritySecurities; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity and Pledged Debtsecurities referred to in clause (a) above; (ivc) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged CollateralStock”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests secure Obligations, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Obligations, including its Guarantee of the GuaranteeObligations, each Grantor hereby pledges to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests now or hereafter held by itsuch Grantor in each Subsidiary (other than any such Equity Interests constituting Excluded Property), including without limitation those the Equity Interests listed on Schedule I I, and any other Equity Interests obtained in the future by such Grantor andcertificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (b) any Excluded Security; (iipromissory note(s), Tangible Chattel Paper and Instrument(s) the debt securities owned by it, including without limitation those debt securities evidencing Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule II and any promissory note(s), Tangible Chattel Paper and Instrument(s) evidencing Indebtedness (including, without limitation, any debt securities obtained intercompany notes) directly owing to such Grantor in the future by (other than any such Grantor promissory note(s), Tangible Chattel Paper and the promissory notes and any other instruments evidencing any debt Instrument(s) constituting Excluded Property) (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) above; and (ve) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); providedprovided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, howevernothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, that in no event shall and none of the Pledged Collateral include shall include, any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteeGuaranty, each Grantor hereby pledges to the Bridge Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Bridge Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) all Equity Interests held by itit on the Closing Date in the Borrower and any Wholly-Owned Restricted Subsidiary including, including without limitation those limitation, the Equity Interests listed on Schedule I and any other Equity Interests in any Wholly-Owned Restricted Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityEquity; (ii) (A) the debt securities owned by itit on the Closing Date including, including without limitation those limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Bridge Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Foreign Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I and II, any other Equity Interests obtained in the future by such Grantor and, Pledgor in respect of its Equity Interests in the issuers identified on Schedule II hereto to the extent certificated, that such Equity Interests are not pledged under the U.S. Collateral Agreement and the certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include any Excluded Security; (ii) to the debt securities owned by it, including without limitation those debt securities listed opposite the name extent applicable law requires that a Subsidiary of such Grantor on Schedule IPledgor issue directors' qualifying shares, any debt securities obtained in the future by such Grantor and the promissory notes and any shares or nominee or other instruments evidencing any debt similar shares, (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity and Pledged Debt; securities referred to in clause (iva) above, (c) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; above and (vd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property Investment Property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Section 3. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and 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 Revolver Obligations, including the Guarantee, each Grantor Pledgor hereby pledges and grants 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 and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “"Pledged Equity”Interests"); provided that the Pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Excluded SecurityForeign Subsidiary, (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”); providedInterests, howeverany Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The pledge of the Pledged Securities is subject to the terms and conditions of that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated certain Option Agreement dated September 21, 1998, as having a security entitlement within amended on September 22, 2000, September 25, 2001, and October 25, 2001, among Tokuyama Corporation, Marubeni Corporation, Marubeni America Corporation, the meaning of Article 8 of any applicable Uniform Commercial CodeBorrower and MEMC Pasadena. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under under: (ia)(i) the Equity Interests now or at any time hereafter owned by or on behalf of such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I certificates and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary that is a CFC or CFC Holding Company; or (B) Equity Interests in any Person that constitute Excluded SecurityEquity Interests or Excluded Assets; (iib)(i) the debt securities now owned or at any time hereafter acquired by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, but excluding any debt securities obtained in the future by such Grantor Excluded Asset and the (ii) all promissory notes and any other instruments evidencing all such debt securities, but excluding any debt Excluded Asset ((i) and (ii) collectively, the “Pledged DebtDebt Securities”); provided (c) all other property of such Grantor that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityAdministrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (iiid) subject to Section 2.063.05, 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 Pledged Equity Interests and Pledged DebtDebt Securities; (ive) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that (i) the Pledged Equity Stock shall not include any Excluded SecuritySecurities and (ii) in the case of Holdings and each Legacy Blocker Entity, such pledge shall be limited to the Equity Interests of the Borrower or any Legacy Blocker Entity directly owned by it; (iib)(i) the debt securities owned by it, including without limitation those currently issued to any Grantor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, and performance in full of the Secured Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under under: (ia) all Equity Interests held now owned or at any time hereafter acquired by it, it (including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I) 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”); (b) all Promissory Notes and all Instruments evidencing Indebtedness now owned or at any debt securities obtained in time hereafter acquired by it (including those listed opposite the future by name of such Grantor and the promissory notes and any other instruments evidencing any debt on Schedule I) (the “Pledged Debt”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (iiid) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and the Pledged Debt; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral shall not include any property with respect item referred to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assignsin clauses (a) through (f) above if, for the benefit of the Secured Parties, forever, subject, however, so long as and to the terms, covenants and conditions hereinafter set forthextent such item constitutes Excluded Property.

Pledge. As security for the payment or and performance, as the case may be, in full of the Reimbursement Obligations, including the Guarantee, each Grantor Pledgor hereby pledges and grants 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 and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “"Pledged Equity”Interests"); provided that the Pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Excluded SecurityForeign Subsidiary, (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”); providedInterests, howeverany Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The pledge of the Pledged Securities is subject to the terms and conditions of that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated certain Option Agreement dated September 21, 1998, as having a security entitlement within amended on September 22, 2000, September 25, 2001, and October 25, 2001, among Tokuyama Corporation, Marubeni Corporation, Marubeni America Corporation, the meaning of Article 8 of any applicable Uniform Commercial CodeBorrower and MEMC Pasadena. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the all Non-Revolving Obligations, including the Guarantee, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties, ) and hereby grants to the Collateral Administrative Agent, its successor and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties) a security interest in the Pledged Collateral. As security for the payment or performance, as the case may be, in full of all Revolving Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Revolving Secured PartiesParties and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Revolving Secured Parties a security interest in and lien on the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I and II, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of Holdings to the extent a security interest therein is prohibited by the terms of such Person’s Organizational Documents, (B) any Equity Interest with respect to which Holdings shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Equity Interest hereunder would result in adverse tax consequences to Holdings and the Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Holdings to be material to Holdings and the Subsidiaries, (C) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirement of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded SecurityEquity Interest at such time as such prohibition ceases to be in effect; and (D) any Equity Interest that the Parent Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (D) above being referred to as the “Excluded Equity Interests”); (iib)(i) the debt securities owned by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityAdministrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iiid) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 forthforegoing.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor hereby pledges and grants 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 and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “"Pledged Equity”Interests"); provided that (i) the Pledged Equity Interests shall not include more than 65% of the issued and outstanding voting stock of any Foreign Subsidiary, (ii) the Pledged Interests shall not include any Excluded SecurityEquity Interests in any Foreign Joint Venture Company to the extent that such a Pledge is prohibited by the constitutive documents of such Foreign Joint Venture Company or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”); providedInterests, howeverany Pledged Debt Securities or any stock certificates, that notes or other securities now or hereafter included in no event 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 Collateral include 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 property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (b)(i) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided provided, that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, howeverfor the avoidance of doubt, that in no event shall none of the Pledged Collateral shall include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Issuer or any Subsidiary of the Issuer due to the fact that such Person’s Equity Interests secure the Secured Obligations, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the Secured Obligations, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Second-Priority Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral (but only to the extent that will not result in such Person being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Second-Priority Secured Party, to the extent necessary to subject such portion of the Regulation S-X Excluded Collateral to a Lien in favor of the Collateral Agent.

Pledge. As general and continuing collateral security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 continuing security interest in and lien on all of such Grantorthe Pledgor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “Pledged EquityStock”); provided that the Pledged Equity shall not include any Excluded Security; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Stock; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding any of the foregoing, howeverthe Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Loan Party, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ or nominee’s qualifying shares, such qualifying shares, or (iii) any shares or other Equity Interests or debt securities issued by any Excluded Subsidiary. Any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by (a) stock powers of attorney duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. If the constating documents of any Person listed under the heading “Issuer” in Schedule II hereto restrict the transfer of the securities of such Issuer, then the Pledgor will also deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such Issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of the Collateral by the Collateral Agent upon a realization on the security constituted hereby in accordance with this Agreement. Each Pledgor confirms that value has been given by the Collateral Agent and the Secured Parties to the Pledgor, that the Pledgor has rights in no event shall Pledged the Collateral include (other than after-acquired property) and that the Pledgor and the Collateral Agent have not agreed to postpone the time for attachment of the security interests created by this Agreement to any property with respect of the Collateral. The security interests created by this Agreement will have effect and be deemed to which a Grantor is treated as having a security entitlement within be effective whether or not the meaning Obligations or any part thereof are owing or in existence before or after or upon the date of Article 8 of any applicable Uniform Commercial Codethis Agreement. TO HAVE AND TO HOLD the Pledged 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 and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held by it, the shares of capital stock or other equity interest (including without limitation those Equity Interests any equity interest in any joint venture listed on Schedule I III hereto (the "Joint Ventures")) owned by it and listed on Schedule II hereto and any shares of capital stock or other Equity Interests equity interest of or any Subsidiary or Joint Ventures obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares or equity interest (the “"Pledged Equity”Stock"); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”); providedSecurities") 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for 121 3 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, including the Guarantee, each Grantor hereby 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 PartiesCreditors, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all the Equity Interests held of any Person (including, without limitation, the Borrower and each Subsidiary) owned by it on the date hereof or at any time thereafter acquired by it, including without limitation those and in all certificates at any time representing any such Equity Interests listed on Schedule I Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests obtained in the future by of any Person that may be issued or granted to, or held by, such Grantor andwhile this Agreement is in effect (collectively, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecurityExcess Exempted Foreign Entity Voting Equity; (iib) the all debt securities owned by itand promissory notes held by, including without limitation those debt securities listed opposite the name of or owed to, such Grantor on Schedule I(whether the respective issuer or obligor is the Borrower, any debt securities obtained in of its Subsidiaries or any other Person) on the future by such Grantor Effective Date or at any time thereafter, and the all securities, promissory notes and any other instruments evidencing any the debt securities or promissory notes described above (collectively, the “Pledged Debt”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 3.01; (iiid) subject to Section 2.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt(c) above; (ive) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 PartiesCreditors, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteeGuaranties, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Excluded SecurityForeign Subsidiary, (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition or another acquisition permitted under the Credit Agreement, in each case that is financed with Indebtedness incurred pursuant to Section 7.03(g) or 7.03(n) of the Credit Agreement, if, and for so long as, such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower and (F) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders; (iiii)(A) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) in each case, the promissory notes and any other instruments evidencing any such debt securities (the items referred to in clauses (A), (B) and (C) of this clause (ii), collectively, the “Pledged Debt”); provided (iii) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iiiiv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iiiiv) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the Guarantee, each Grantor Company hereby assigns and pledges to the Collateral AgentPurchaser, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral AgentPurchaser, its successors and assigns, for the benefit of the Secured Parties, a lien on and security interest in and lien on in, all of such Grantorthe Company’s right, title and interest in, to and under (ia)(i) all the shares of capital stock and other Equity Interests held now owned or at any time hereafter acquired by itthe Company, including without limitation those Equity Interests listed set forth on Schedule I and any (ii) all certificates and other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity shall not include any Excluded Security; (iib)(i) the debt securities now owned or at any time hereafter acquired by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor Company and the (ii) all promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityPurchaser pursuant to the terms of this Section 2.01; (iiid) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.062.05, all rights and privileges of such Grantor the Company with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral shall not include any Excluded Assets (as defined below)). Notwithstanding the foregoing, the term “Pledged Collateral” shall not include any Equity Interests in SCUSA that are not set forth on Schedule I and that were paid for by, or solely with the proceeds of capital contributions made by, one or more of the partners of the Company, and all certificates and other instruments representing such Equity Interests, all payments of principal or interest, dividends, cash, instruments and other property 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, such Equity Interests, all rights and privileges of the Company with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 such Equity Interests and all Proceeds of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Partiesforegoing (collective, forever, subject, however, to the terms, covenants and conditions hereinafter set forth“Excluded Assets”).

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, including the Guarantee, each Grantor Guarantor 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 and lien on all of such Grantor’s Guarantor's right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it, including without limitation those Equity Interests it (which shall be listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Guarantor and any certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (x) to the extent applicable law requires that a Subsidiary of the Guarantor issue directors' qualifying shares, such shares or nominee or other similar shares and (y) any Excluded SecurityEquity Interest that constitutes an unlimited liability interest; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity and Pledged DebtStock; (ivc) subject to Section 2.063.05, all rights and privileges of such Grantor the Guarantor with respect to the securities Pledged Stock and other property referred to in clauses clause (i), (ii), and (iiib) above; and (vd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged "Collateral”"); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, including the Guarantee, each Grantor Pledgor hereby pledges and grants 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it that are listed on Schedule I and II hereto and, subject to applicable law, any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “Pledged EquityInterests”); , provided that, to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, the Pledged Equity Interests shall not include any Excluded Securitysuch qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it that are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) subject to applicable law, any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityPerfection Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Upon delivery to the Perfection Agent, however(x) any Pledged Interests in certificated form, that any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in no event the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Perfection Agent and by such other instruments and documents as the Perfection 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 Perfection Agent may reasonably request. Each delivery of Pledged Collateral include 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 property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Perfection 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 or any other Indenture Document to the contrary, 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 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 the Issuer, the Company or any of its Subsidiaries (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 Requirement to secure the Secured Obligations) or (z) result in a material adverse tax consequence to the Guarantor granting such security interest (as determined reasonably by the Board of Directors) or (ii) if the cost to the Company, the Issuer 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 Secured Parties therefrom (as determined reasonably by the Board of Directors), provided, however, that, notwithstanding clauses (i) and (ii) of this paragraph, the Notes Parties shall grant a security interest in such securities or property and execute such documentation and take such actions required to perfect any such security interest, as the case may be, (I) to the extent that the Notes Parties grant such security interests or execute such documentation or take any such other action for perfection thereof for the benefit of the First Priority Representative under the Senior Credit Facility and (II) in accordance with the provisions of Section 11.01(g) of the Indenture.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under under: (ia)(i) the Equity Interests in any Significant Subsidiary now or at any time hereafter owned by or on behalf of such Grantor, including those set forth opposite the name of such Grantor on Schedule II, but excluding any Excluded Assets and (ii) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I certificates and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates instruments representing all such Equity Interests Interests, but excluding any Excluded Assets ((i) and (ii) collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity shall not include any Excluded Security; (iib)(i) the debt securities now owned or at any time hereafter acquired by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, but excluding any debt securities obtained in the future by such Grantor Excluded Asset and the (ii) all promissory notes and any other instruments evidencing all such debt securities, but excluding any debt Excluded Asset ((i) and (ii) collectively, the “Pledged DebtDebt Securities”); provided (c) all other property of such Grantor that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityAdministrative Agent pursuant to the terms of this Section 2.01 or Section 2.02; (iiid) subject to Section 2.062.05, 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 Pledged Equity Interests and Pledged DebtDebt Securities; (ive) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing foregoing, but in each case in respect of clauses (a) through (f), excluding any Excluded Assets (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, however(i) to the extent MFS holds a U.S. facility security clearance and is operating pursuant to a foreign ownership, that in no event shall control or influence (“FOCI”) mitigation agreement, the Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within MFS shall be subject to the meaning requirements of Article 8 of any applicable Uniform Commercial Codesuch FOCI mitigation agreement and the National Industrial Security Program Operating Manual (“NISPOM”). 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 assignsWithout derogating from Section 1.03 above, for the benefit avoidance of doubt, the security interest granted hereunder by the Israeli Grantors shall include any Pledged Collateral owned by the Israeli Grantors that is issued by a Person that is organized under the laws of the Secured PartiesUnited States of America (including, foreverfor the avoidance of doubt, subject, however, to the terms, covenants federal and conditions hereinafter set forthstate laws).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including those under the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) all other property that is required to be delivered to and held by the Administrative Agent pursuant to the terms of the Credit Agreement or this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iiiiv) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property Investment Property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Article 3. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the last paragraph of Section 4.01(a), as Exhibit 10.11 security for the payment or performance, as the case may be, in full of the its Secured Obligations, including the Guarantee, 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all the Equity Interests held directly owned by it, it (including without limitation those Equity Interests listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the and any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecurityProperty; (ii) (A) the debt securities owned by it, including without limitation those debt securities obligations listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained obligations in the future by issued to such Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (C) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the Pledged Equity Stock and the Pledged Debt; (iv) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (i), (ii), and clause (iii) above; and (v) all Proceeds proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (iiii) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall . The Collateral Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Collateral include Stock any property with respect to Equity Interest which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, including pursuant to the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that that, notwithstanding anything to the contrary herein or in any other Loan Document, (x) the Pledged Debt shall not include any Excluded SecuritySecurity and (y) to the extent the Pledged Debt constitutes Indebtedness of the Parent Borrower or any Restricted Subsidiary owing to the Parent Borrower or any other Restricted Subsidiary, delivery of the Global Intercompany Note shall be deemed to satisfy the delivery requirement set forth in Section 2.02 with respect to such Pledged Debt; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property Investment Property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Section 3. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary that is a Domestic Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (iib)(i) the debt securities owned by it, including without limitation those currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, including the Guarantee, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors successor and assigns, for the benefit of the Secured Parties, Parties a security interest in and lien on the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I and II, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded SecurityAssets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (iib)(i) the debt securities owned by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iiid) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 forthforegoing.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”); providedSecurities") 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held by it, the shares of capital stock or other equity interest (including without limitation those Equity Interests any equity interest in any joint venture listed on Schedule I III hereto (the "Joint Ventures")) owned by it and listed on Schedule II hereto and any shares of capital stock or other Equity Interests equity interest of or any Subsidiary or Joint Ventures obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares or equity interest (the “"Pledged Equity”Stock"); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”); providedSecurities") 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”); providedSecurities") 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 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, including the Guarantee, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Notes Collateral Agent, its successors successor and assigns, for the benefit of the Secured Parties, Parties a security interest in and lien on the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I and II, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded SecurityAssets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (iib)(i) the debt securities owned by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityNotes Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iiid) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuaranteeNote Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under under, and whether now or hereafter existing or arising, (i) all Equity Interests held by itit in each of its Subsidiaries, including including, without limitation those limitation, the Equity Interests listed on Schedule I and any other Equity Interests in any of its Subsidiaries obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include (A) the Equity Interests of the Issuer, Bonstores Holdings One, LLC and Bonstores Holdings Two, LLC, (B) voting Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of each Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by any Excluded SecurityGrantor and (C) the partnership interests in any of The Bon-Ton Properties-Eastview L.P., The Bon-Ton Properties-Marketplace L.P., or The Bon-Ton Properties-Greece Ridge L.P., to the extent that the grant of such security interest would constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, loan document, partnership agreement or other organizational document of such limited partnership, so long as such restrictive provision is enforceable under applicable law; (ii) (A) the debt securities owned by itit including, including without limitation those limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided (iii) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent; (iiiiv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, at any time prior to the Discharge of First Lien Obligations, Pledged Collateral shall not include any assets that are not at such time required to be subject to the Liens securing the Credit Facility Obligations pursuant to the terms of the First Lien Security Documents; provided, however, that in at any time such assets are required to be subject to the Liens securing the Credit Facility Obligations then such asset shall no event shall longer be excluded from Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeCollateral. 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, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) (A) all Equity Interests held by itit on the Closing Date in the US Borrower and any Restricted Subsidiary, including including, without limitation those limitation, the Equity Interests listed on Schedule I and (B) any other Equity Interests in the US Borrower and any Restricted Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityEquity; (ii) (A) the debt securities owned by itit on the Closing Date including, including without limitation those limitation, the debt securities and instruments listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the debt securities and instruments referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, 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, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothe xxxxx, pledges, sets over and 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”); providedSecurities") 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on all of such Grantor’s right, title and interest in, to and under (ia)(i) the shares of capital stock and other Equity Interests now owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule II hereto, and (ii) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I certificates and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded SecurityPersonal Property; (iib)(i) the any debt securities now owned or at any time hereafter acquired by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, any debt securities obtained in the future by such Grantor and the (ii) all promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); ) provided that the Pledged Debt Securities shall not include any Excluded SecurityPersonal Property; (iiic) all other property that may be delivered to and held by the Administrative Agent (or any designee, bailee or nominee of the Administrative Agent, including the Credit Agreement Collateral Agent) pursuant to the terms of Section 3.02; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06securities, all rights and privileges of such Grantor with respect to the securities instruments and other property referred to in clauses (ia), (ii), and (iiib) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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.and

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor andand the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityAssets; (ii) (A) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the intercompany notes and other promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded SecurityAssets; (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iiiiv) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral shall not include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. SECTION 2.02.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s 's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged Equity”"PLEDGED STOCK"); provided PROVIDED that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded Security; 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 owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”debt securities referred to in clauses (i), (ii) and (iii) of clause (b) being collectively referred to as the "PLEDGED DEBT SECURITIES"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 3.01; (iiid) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”"PLEDGED COLLATERAL"); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, subject, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations to the Administrative Agent and each Lender and each other holder of any of the Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (ia)(i) all the Equity Interests held owned by it, such Grantor on the date hereof (including without limitation those all such Equity Interests listed on Schedule I and II) (other than Equity Interests that constitute Permitted Investments, (ii) any other Equity Interests (other than Equity Interests that constitute Permitted Investments) obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided provided, however, that the Pledged Equity Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Excluded Security; Foreign Subsidiary, (iib)(i) the debt securities owned held by it, such Grantor on the date hereof (including without limitation those all such debt securities listed opposite the name of such Grantor on Schedule III) (other than debt securities that constitute Permitted Investments), (ii) any debt securities obtained (other than debt securities that constitute Permitted Investments) in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; , (iiic) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) above, (d) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii)b) and (c) above, and (iii) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor andand the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) Equity Interests of any Excluded SecurityForeign Subsidiary of the Borrower or any Guarantor that are not Eligible Equity Interests, (B) equity interests in joint ventures (excluding Wholly Owned Subsidiaries) owned by the Borrower or any Restricted Subsidiary, to the extent a pledge thereof would violate or require the consent of a counterparty under the relevant joint venture arrangements and (C) any Equity Interests with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a security interest therein shall be excessive in view of the benefits to be obtained by the Lenders or any other Secured Party therefrom; (iiii)(A) the debt securities owned held by it, including without limitation those debt securities such Grantor in physical form on the date hereof and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iiiiv) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 GuaranteeGuaranty, each Grantor hereby pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral AgentAgent (including, its successors upon the consummation of the Spin-Off, after the release of the security interest created hereunder and assignsthe other Liens on the Collateral in accordance with Section 6.13(b)(v)), for the benefit of the Secured Parties, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) (A) all Equity Interests held by itit on each Closing Date in the Borrower and any Restricted Subsidiary, including including, without limitation those limitation, the Equity Interests listed on Schedule I and (B) any other Equity Interests in the Borrower and any Restricted Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityEquity; (ii) (A) the debt securities owned by itit on each Closing Date including, including without limitation those limitation, the debt securities and instruments listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the debt securities and instruments referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, 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, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantorthe Pledgor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “Pledged EquityStock”); provided that the Pledged Equity shall not include any Excluded Security; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above, 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 (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding any of the foregoing, however, that in no event the Pledged Stock shall Pledged Collateral not include any property with respect to which a Grantor is treated as having a security entitlement within (i) more than 65% of the meaning issued and outstanding shares of Article 8 common stock of any Foreign Subsidiary that is not a Loan Party or (ii) to the extent that applicable Uniform Commercial Codelaw requires that a Subsidiary of the Pledgor issue directors’ or nominee’s qualifying shares, such qualifying shares. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged 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 Secured Obligations, including pursuant to the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property Investment Property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Section 3. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 of Regulation S-X under the Securities Act 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 Affiliate of the Parent Borrower due to the fact that a security interest in such Affiliate’s Equity Interests or other securities has been granted hereunder as security for the payment or performance, as the case may be, of any Other Secured Obligations, then, solely to the extent securing such Other Secured Obligations, (i) the security interest granted pursuant to this Agreement or any other Loan Document in such Equity Interests or other securities (the “3-16 Excluded Collateral”) shall automatically be deemed to be released and (ii) the 3-16 Excluded Collateral shall automatically be deemed to not be, and to not have been, Collateral, in each case to the extent necessary to render such requirement inapplicable. In such event, this Agreement or any other Loan Document may be amended or modified, without the consent of any Secured Party, to the extent necessary to evidence the release of the Liens on the Equity Interests or other securities that are so deemed no longer to constitute Collateral. For avoidance of doubt, nothing in this paragraph shall result in any release or termination of the security interest granted pursuant to this Agreement or any other Loan Document in any 3-16 Excluded Collateral to the extent such security interest secures the Credit Facilities Obligations or any Permitted Secured Debt in the form of term loans.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and 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 Secured Obligations, including the Guarantee, each Grantor hereby pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent and its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests held the Capital Stock of each Domestic Subsidiary and each first-tier Foreign Subsidiary owned by it, including without limitation those Equity Interests it and listed on Schedule I II, and any other Equity Interests Capital Stock issued by the Borrower (upon and after the Holdings Accession Date), any Domestic Subsidiary or first-tier Foreign Subsidiary and obtained in the future by such Grantor and, to the extent certificated, the certificates representing securities in all such Equity Interests Capital Stock (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include more than 65% of the outstanding voting Capital Stock of any Excluded Securitysuch Foreign Subsidiary; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor by Borrower and each Subsidiary after the Effective Date and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments dividends and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib); (e) abovesubject to Section 3.06, all rights and privileges of such Grantor with respect to the Pledged Stock and the Pledged Debt Securities; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, however, that in no event shall Capital Stock will be excluded from the Pledged Collateral include any property with respect to which a Grantor is treated as having (x) in circumstances where the Collateral Agent and Borrower agree in writing that the cost of obtaining a security entitlement within interest in such Capital Stock is excessive in relation to the meaning value afforded thereby, (y) to the extent and for so long as granting a security interest in such Capital Stock (other than Capital Stock of Article 8 of any a Wholly Owned Subsidiary which is Pledged Stock) is prohibited by a shareholder, joint-venture or similar agreement, or (z) to the extent and for so long as granting a security interest in such Capital Stock is prohibited by applicable Uniform Commercial Codelaw. 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 general and continuing collateral security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 continuing security interest in and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity shall not include any Excluded Security; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Stock; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “"Collateral"). Notwithstanding any of the foregoing, the Pledged Collateral”); providedStock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Loan Party, however(ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' or nominee's qualifying shares, such qualifying shares, or (iii) any shares or other Equity Interests or debt securities issued by any Excluded Subsidiary. Any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by (a) stock powers of attorney duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. If the constating documents of any Person listed under the heading "Issuer" in Schedule II hereto restrict the transfer of the securities of such Issuer, then the Pledgor will also deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such Issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of the Collateral by the Collateral Agent upon a realization on the security constituted hereby in accordance with this Agreement. Each Pledgor confirms that value has been given by the Collateral Agent and the Secured Parties to the Pledgor, that the Pledgor has rights in no event shall Pledged the Collateral include (other than after-acquired property) and that the Pledgor and the Collateral Agent have not agreed to postpone the time for attachment of the security interests created by this Agreement to any property with respect of the Collateral. The security interests created by this Agreement will have effect and be deemed to which a Grantor is treated as having a security entitlement within be effective whether or not the meaning Obligations or any part thereof are owing or in existence before or after or upon the date of Article 8 of any applicable Uniform Commercial Codethis 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 ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each first-tier Foreign Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged pledged Equity Interests shall not include any Excluded SecuritySecurities; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity and Pledged Debtsecurities referred to in clause (a) above; (ivc) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged CollateralStock”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (ia)(i) all the Equity Interests held owned by it, such Grantor on the date hereof (including without limitation those all such Equity Interests listed on Schedule I and II), (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided that that, notwithstanding anything to the contrary, “Pledged Equity Stock” shall not include any Excluded Security; Equity, (iib)(i) the debt securities owned held by it, such Grantor on the date hereof (including without limitation those all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; , (iiic) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) above, (d) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii)b) and (c) above, and (iii) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Pledge. As collateral security for the payment or performance, as the case may be, in full of the ObligationsObligations (whether at stated maturity, including the Guaranteeby acceleration or otherwise), each Grantor hereby pledges delivers, mortgages, hypothecates, pledges, assigns and transfers, as appropriate, 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 lien on and first priority security interest in and lien on in, all of such Grantor’s 's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held of the Borrower and each Subsidiary owned by it, including without limitation those Equity Interests it and listed on Schedule I II and any other Equity Interests or the Borrower and each Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include any Excluded Securityinclude, to the extent applicable law requires that a subsidiary of such Grantor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor by Holdings, the Borrower or any Subsidiary and (iii) the certificates, promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 3.01; (iiid) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the Guarantee, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under (ia)(i) all the Equity Interests held owned by it, such Grantor on the date hereof (including without limitation those all such Equity Interests listed on Schedule I and II), (ii) any other Equity Interests obtained in the future by such Grantor andand (iii) the certificates (if any) representing all such Equity Interests; provided, however, that the Equity Interests subject to the pledge provided in this Section 3.01 shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, to the extent certificated, that the certificates representing pledge of any greater percentage would result in adverse tax consequences to the applicable Grantor as reasonably determined by the Borrower or such Grantor and approved by the Collateral Agent in its reasonable discretion (all such the Equity Interests described in the foregoing clauses (i), (ii) and (iii) (subject to the proviso thereto) collectively referred to herein as the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; , (iib)(i) the debt securities owned held by it, such Grantor on the date hereof (including without limitation those all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); provided , (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded Security; Collateral Agent pursuant to the terms of this Section 3.01, (iiid) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) above, (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (d) above, and (iii) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. For the avoidance of doubt, however, that in no event shall “Pledged Collateral Collateral” does not include any property with respect to which a Grantor is treated as having a security entitlement within equity interests owned by any Person other than the meaning of Article 8 of any applicable Uniform Commercial CodeGrantors. 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, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the Guaranteepayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), each Grantor hereby collaterally 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 it successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ia) all Equity Interests held by it, including without limitation those Equity Interests it are listed on Schedule I hereto and any other Equity Interests obtained in the future by such Grantor andand the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (iib) the (i) all debt securities of any Grantor or any Subsidiary of any Grantor owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities of any Grantor or any Subsidiary of any Grantor obtained in the future by such Grantor and the (iii) any promissory notes and any other instruments evidencing any such debt securities (the debt securities, promissory notes and instruments referred to in clauses (i), (ii) and (iii) of this clause (b) are collectively referred to as the “Pledged Debt”); provided (c) all other property that is delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent; (iiid) subject to Section 2.062.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; (e) all insurance policies now or hereafter owned by each Grantor, listed on Schedule I hereto and to be updated from time to time, including life settlement policies and all related death benefits, the Servicing Agreement, related property with respect to each policy, policy files, all income, all rights under such policies (including the right to make claims on the foregoing policies and the right to receive payments under such policies), payments and proceeds (including proceeds of such policies received from an insurer and proceeds from the sale of such policies but excluding proceeds which independently constitute Excluded Assets) relating to or arising out of the foregoing and all rights of recourse or recovery against any third party, and all other claims, rights and causes of action, relating to or arising out of any of the foregoing (collectively, the “Pledged Policies”) and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding anything to the contrary in this Agreement, however, that in no event shall the Pledged Collateral shall not include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. The grant of a security interest in the Pledged Collateral by each Grantor under this Agreement secures the payment of all Secured Obligations now or hereafter existing under, or in respect of, the Credit Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement, obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and that would be owed by such Grantor to any Secured Party under the Credit Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Grantor.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby pledges, each Grantor hereby pledges to assigns and grants 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “Pledged Equity”"PLEDGED STOCK"); provided PROVIDED that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to any Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”"PLEDGED DEBT SECURITIES"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065 hereof, all payments of principal or interest, dividendsdividends (PROVIDED that to the extent such dividends received are in the form of Equity Interests of any Foreign Subsidiary, the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary), cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065 hereof, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"COLLATERAL"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "PLEDGED 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 Collateral”); providedSecurities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreverSUBJECT, subject, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the last paragraph of Section 4.01(a), as Exhibit 10.12 security for the payment or performance, as the case may be, in full of the its Secured Obligations, including the Guarantee, 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all the Equity Interests held directly owned by it, it (including without limitation those Equity Interests listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the and any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecurityProperty; (ii) (A) the debt securities owned by it, including without limitation those debt securities obligations listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained obligations in the future by issued to such Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (C) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the Pledged Equity Stock and the Pledged Debt; (iv) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (i), (ii), and clause (iii) above; and (v) all Proceeds proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (iiii) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall . The Collateral Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Collateral include Stock any property with respect to Equity Interest which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (iia)(i) the debt securities owned by it, including without limitation those currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Grantor on Schedule IIII), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt (the “Pledged Debt”)securities; provided that the Pledged Debt Securities shall not include any Excluded Securitydebt securities or other property that are not pledged as security for Senior Lender Claims (the “Pledged Debt Securities”); (iiib) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the Pledged Equity and Pledged Debtproperty referred to in clause (a) above; (ivc) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; and (vd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged Collateral”); providedprovided that notwithstanding anything to the contrary in this Section 3.01, however, that in no event shall (i) the amount of Obligations secured by the Pledged Collateral shall at all times be limited to the maximum amount that is permitted to be secured without equally and ratably securing the Existing Notes and the loans outstanding under the Senior Interim Loan Facility, in each case, in accordance with the terms thereof as in effect on the Issue Date; and (ii) the Pledged Collateral shall not include any property with respect to which Capital Stock owned directly or indirectly by any Pledgor (other than any Capital Stock held in a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codesecurities account). TO HAVE AND TO HOLD HOLD, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Obligations, including its Guarantee of the GuaranteeObligations, each Grantor hereby pledges to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests now or hereafter held by itsuch Grantor in each Subsidiary (other than any such Equity Interests constituting Excluded Property), including without limitation those the Equity Interests listed on Schedule I I, and any other Equity Interests obtained in the future by such Grantor andcertificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (a) any Excluded Security; (iipromissory note(s), Tangible Chattel Paper and Instrument(s) the debt securities owned by it, including without limitation those debt securities evidencing Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule II and any promissory note(s), Tangible Chattel Paper and Instrument(s) evidencing Indebtedness (including, without limitation, any debt securities obtained intercompany notes) directly owing to such Grantor in the future by (other than any such Grantor promissory note(s), Tangible Chattel Paper and the promissory notes and any other instruments evidencing any debt Instrument(s) constituting Excluded Property) (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiia) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (iva) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) above; and (va) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); providedprovided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, howevernothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, that in no event shall and none of the Pledged Collateral include shall include, any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Secured Obligations, including the Guarantee, each Grantor hereby pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent and its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests held the Capital Stock of each Domestic Subsidiary and each first-tier Foreign Subsidiary owned by it, including without limitation those Equity Interests it and listed on Schedule I II, and any other Equity Interests Capital Stock issued by any Domestic Subsidiary or first-tier Foreign Subsidiary and obtained in the future by such Grantor and, to the extent certificated, the certificates representing securities in all such Equity Interests Capital Stock (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include more than 65% of the outstanding Capital Stock of any Excluded Securitysuch Foreign Subsidiary; (iib)(i) the debt securities owned by it, including without limitation those debt securities or promissory notes listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained or promissory notes in excess of $2,000,000 issued after the future by Closing Date to such Grantor by Borrower and the promissory notes and any other instruments evidencing any debt each Subsidiary (collectively, the “Pledged DebtNotes”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments dividends and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia) and(b); (e) subject to Section 3.06, (ii), all rights and (iii) aboveprivileges of such Grantor with respect to the Pledged Stock and the Pledged Notes; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, however(A) Pledged Stock shall not include (v) Capital Stock of Immaterial Subsidiaries (w) Capital Stock of Unrestricted Subsidiaries, (x) Capital Stock of Insurance Subsidiaries, (y) Capital Stock of a Non Wholly-Owned Subsidiary to the extent prohibited by (or requiring consent (other than consent of any Grantor) pursuant to) such Non Wholly-Owned Subsidiary’s organizational document and related agreements, or (z) any other Capital Stock if granting a security interest in such Capital Stock is prohibited by (or requiring consent (other than consent of any Grantor) pursuant to) applicable law or to the extent that granting a security interest in no event shall such Capital Stock is prohibited by a shareholder, joint-venture or similar agreement, except to the extent that the provision of such shareholder, joint-venture or similar agreement giving rise to such prohibition is ineffective under applicable law, and (B) Pledged Collateral shall not include any property with respect assets as to which a Grantor is treated as having the Administrative Agent and the Borrower have reasonably determined in writing that the burden or cost of obtaining a security entitlement within interest in such assets outweighs the meaning benefit to the Secured Parties of Article 8 the security to be afforded thereby and the Grantors shall not be required to perfect a security interest in any item of any applicable Uniform Commercial CodePledged Collateral as to which the Administrative Agent and the Borrower have reasonably determined in writing that the burden or cost of perfecting a security interest in such Pledged Collateral outweighs the benefit to the Secured Parties of the security to be afforded thereby. 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, including the Guarantee, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor andand the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityAssets; (ii) (A) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the intercompany notes and other promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded SecurityAssets; (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iiiiv) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral shall not include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) (A) all Equity Interests held by itit on the Closing Date in the Borrowers and any Restricted Subsidiary, including including, without limitation those limitation, the Equity Interests listed on Schedule I and (B) any other Equity Interests in the Borrowers and any Restricted Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityEquity; (ii) (A) the debt securities owned by itit on the Closing Date including, including without limitation those limitation, the debt securities and instruments listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the debt securities and instruments referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, 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 all Secured Obligations, including the Guarantee, each Grantor hereby 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 PartiesCreditors, a security interest in and lien on all of such Grantor’s right, title and interest in, to and under (ia) all the Equity Interests held of any Person owned by it on the date hereof or at any time thereafter acquired by it, including without limitation those and in all certificates at any time representing any such Equity Interests listed on Schedule I Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests obtained in the future by of any Person that may be issued or granted to, or held by, such Grantor andwhile this Agreement is in effect (collectively, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecurityExcess Foreign Subsidiary Voting Equity Interests; (iib) the all debt securities owned by itand promissory notes held by, including without limitation those debt securities listed opposite the name of or owed to, such Grantor on Schedule I(whether the respective issuer or obligor is the Borrower, any of its Subsidiaries or any other Person) on the Initial Borrowing Date or at any time thereafter, and all debt securities obtained in the future by such Grantor and the securities, promissory notes and any other instruments evidencing any the debt securities or promissory notes described above (collectively, the “Pledged Debt”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 3.01; (iiid) subject to Section 2.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt(c) above; (ive) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 PartiesCreditors, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for the payment or and performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I 1 hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests, including for the avoidance of doubt, any certificates obtained by each Pledgor representing Equity Interests in Minority Investments (the “"Pledged Equity”Stock"); , provided that the Pledged Equity Stock shall not include (i) any Excluded Security; Equity Interests in a Foreign Subsidiary (x) that is not held directly by the Borrower and (y) that does not constitute a Material Foreign Subsidiary, (ii) more than 65% of the debt securities owned by itissued and outstanding voting Equity Interests of any Foreign Subsidiary, including without limitation those debt securities listed opposite (iii) any Equity Interests in a Minority Investment with an aggregate fair market value of less than or equal to $10,000,000 (determined at the name time of the initial acquisition of such Grantor on Schedule IEquity Interests and at the time of any acquisition of additional Equity Interests in such Minority Investment) or (iv) any Equity Interests not required to be pledged hereunder in accordance with Sections 10.1(j) or 10.1(k) of the Credit Agreement, (b)(i) any debt securities obtained in the future issued to such Pledgor evidencing Indebtedness in excess of $5,000,000 received by such Grantor Pledgor in connection with any disposition of assets pursuant to Section 10.4(b) of the Credit Agreement and the (ii) any promissory notes and any other instruments evidencing any such debt securities (the “debt securities, promissory notes and other instruments referred to in clauses (b)(i) and (ii) are referred to hereinafter as the "Pledged Debt”"); provided that the Pledged Debt shall not include any Excluded Security; , (iiic) subject to Section 2.067, all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof, (d) subject to Section 7, 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 ofof the securities referred to in clauses (a) and (b) above, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (ive) subject to Section 2.067, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (d) above, and (iii) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged "Collateral”"); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the Guaranteeeach Pledgor hereby bargains, each Grantor hereby pledges sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and 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 and lien on in, all of such Grantor’s 's right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (iia) the debt securities owned by it, including without limitation those debt securities shares of capital stock listed opposite the name of such Grantor Pledgor on Schedule I, I hereto and all shares of the capital stock of any debt securities obtained in the future Subsidiary hereafter acquired by such Grantor Pledgor (the "Pledged Stock") 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 of any other instruments evidencing any debt Subsidiary hereafter acquired by such Pledgor (the “"Pledged Debt”); provided that Notes") and the certificates representing the Pledged Debt shall not include any Excluded SecurityNotes; (iiic) all other property which may be delivered to and held by the Security Agent pursuant to the terms hereof; (d) subject to Section 2.062.04, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion ofof the securities referred to in clauses (a), (b) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(c) above; (ive) subject to Section 2.062.04, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as called the “Pledged "Collateral”"); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences references pertaining or incidental thereto, unto the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by itit (including, including without limitation limitation, those Equity Interests listed on Schedule I II hereto) and any shares of capital stock and other Equity Interests of any Subsidiary obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (i) any Excluded Security; Equity Interests owned directly by Crown Holdings, (ii) more than 65% of the debt securities owned by itissued and outstanding shares of voting stock of any Non-Domestic Subsidiary or (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Securityqualifying shares; (iiib) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (c) subject to Section 2.065, all payments of principal or interestof, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received of the securities referred to in respect of, the Pledged Equity and Pledged Debtclause (a) above; (ivd) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (ve) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the "Collateral."). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in clauses the Collateral (ithe "Pledged Securities") through (v) above being collectively referred 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 Collateral”); providedSecurities shall be accompanied by a schedule describing the securities then being pledged hereunder, however, that in no event which schedule shall Pledged Collateral include be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Public Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Public Debt or (ii) the Public Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Public Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity shall not include any Excluded Security; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above, 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 (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “"Collateral"). Notwithstanding any of the foregoing, the Pledged Collateral”); provided, however, that in no event Stock shall Pledged Collateral not include any property with respect to which a Grantor is treated as having a security entitlement within (i) more than 65% of the meaning issued and outstanding shares of Article 8 common stock of any Foreign Subsidiary that is not a Loan Party or (ii) to the extent that applicable Uniform Commercial Codelaw requires that a Subsidiary of the Pledgor issue directors' or nominee's qualifying shares, such qualifying shares. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO 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, performance (as the case may be, ) in full of the Collateral Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s 's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I 8.12 of the Perfection Certificate and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged Equity”"PLEDGED STOCK"); provided that the Pledged Equity Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Excluded SecurityForeign Subsidiary; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such any Grantor on Schedule I8.12 of the Perfection Certificate, (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”"PLEDGED DEBT SECURITIES"); provided (c) all other property that may be delivered to and held by or on behalf of the Pledged Debt shall not include any Excluded SecurityCollateral Agent, pursuant to the terms of this Collateral Agreement; (iiid) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”"PLEDGED COLLATERAL"); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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.