Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign SubsidiarySubsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests of Immaterial Subsidiariesany Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted SubsidiariesSubsidiary, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation any Subsidiary of a Lien on the Equity Interests Foreign Subsidiary that is a direct or indirect Subsidiary 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 FinancingHoldings V, (E) Equity Interests of any Restricted Foreign Subsidiary that are pledged pursuant to secure Indebtedness permitted under Section 7.03(g) of the Credit a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if 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, (G) Equity Interests of any Person that is not a direct or indirect an indirect, wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the BorrowerIII, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower Issuer its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Lenders secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the assets described Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01Notes Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II I) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign SubsidiarySubsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of Immaterial Subsidiariesany “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests Interest of Unrestricted Subsidiariesany Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) issued and outstanding Equity Interests of any Restricted Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary pledged of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to secure Indebtedness permitted under which a grant of security is not required by reason of Section 7.03(g5.10(g) of the Credit Agreement, or (Fiv) any Equity Interests of any Person that a Subsidiary (which Subsidiary is not a direct or indirect wholly owned Subsidiary set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the BorrowerSecond Restatement Effective Date, (G) with respect to Holdingsand for so long as, 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 such a pledge of its such Equity Interests is excessive in view of the benefits would violate applicable law or an enforceable contractual obligation binding on or relating to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”)such Equity Interests; (ii)(Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor, to the extent the pledge of any such Equity Interests would cause more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the voting Equity Interests of such Excluded Receivables Management Foreign Subsidiary is not permitted or would to be pledged hereunder, (including upon foreclosure thereofii) 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 extent applicable law requires that a Subsidiary of such Receivables Management FinancingPledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (Eiii) any Equity Interests of any Restricted a Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) the extent that, as of the Credit AgreementClosing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (Fiv) any Equity Interests of any Person a person that is not directly or indirectly a direct or indirect wholly owned Subsidiary of the BorrowerSubsidiary, (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 as 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”)Article 4 shall apply; (ii)(Ab) (i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance, as the case may be, of the Note Obligations or any Additional Obligations, then, solely to the extent securing the Note Obligations or such Additional Obligations, as applicable, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to, the Note Obligations or such Additional Obligations, as applicable, in any event solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Administrative Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Administrative Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations or such Additional Obligations, as applicable; provided that the Administrative Agent shall not be required to take any such action unless the Company shall have delivered to the Administrative Agent, together with such written request, a certificate of a Responsible Officer of the Company certifying that such action is permitted by the applicable Secured Agreement, and any such action taken by the Administrative Agent shall be without recourse to or warranty by the Administrative Agent. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Note Obligations or such Additional Obligations, as applicable, in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations or such Additional Obligations, as applicable, to the extent otherwise required by this Agreement. For avoidance of doubt, nothing in this paragraph shall prevent or limit any pledge of Equity Interests or any other securities hereunder from securing the Credit Agreement Obligations at all times.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II I) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign SubsidiarySubsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of Immaterial Subsidiariesany “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests Interest of Unrestricted Subsidiariesany Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) issued and outstanding Equity Interests of any Restricted Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary pledged of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to secure Indebtedness permitted under which a grant of security is not required by reason of Section 7.03(g5.10(g) of the Credit Agreement, or (Fiv) any Equity Interests of any Person that a Subsidiary (which Subsidiary is not a direct or indirect wholly owned Subsidiary set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the BorrowerABL Closing Date, (G) with respect to Holdingsand for so long as, 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 such a pledge of its such Equity Interests is excessive in view of the benefits would violate applicable law or an enforceable contractual obligation binding on or relating to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”)such Equity Interests; (ii)(Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it and listed on Schedule II and any other Equity Interests of the US Borrower or any Subsidiary of the US Borrower obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged Subsidiary to secure Indebtedness permitted under Section 7.03(t)(i) or the Obligations other than the Foreign Obligations and (ii) at the option of the Credit Agreement or if Collateral Agent, 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) issued and outstanding 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 Foreign Subsidiary of the BorrowerUS Borrower if such Pledgor assigns and pledges to the Collateral Agent, (G) with respect its successors and assigns, for the benefit of the Secured Parties, and grants to Holdingsthe 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 of any Subsidiary of Holdings other than pursuant to a Foreign Pledge Agreement entered into with the Borrower, (H) Equity Interests of any Subsidiary Collateral Agent that is in compliance with respect to which and is governed by 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 laws of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) jurisdiction of this proviso being the “Excluded Equity”)organization of such Foreign Subsidiary; (ii)(Ab) (i) the debt securities owned by it and listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged DebtDebt Securities”); (iiic) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01hereof; (ivd) 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 securities referred to in clauses (ia), (b) and (iic) above; (ve) 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), (iiic) and (ivd) above; and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia)(i) all the Equity Interests held directly owned by it and (including those Equity Interests listed on Schedule II II) and (ii) any other Equity Interests obtained in the future by such Grantor and Pledgor and, in each case, the certificates representing all such Equity Interests (the foregoing clauses (i) and (ii), collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include include: (A) (1) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, Subsidiary that is (x) a CFC directly owned by any Pledgor or (y) any Qualified CFC Holding Company directly owned by a Pledgor or (2) any of the issued and outstanding Equity Interests of (x) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC or (y) any Qualified CFC Holding Company that is not a “first tier” Subsidiary of a Loan Party, (B) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, nominee shares or similar shares, which are required by Law to be held by persons other than the Pledgors, such qualifying shares, nominee shares or similar shares held by persons other than Pledgors, (C) any Equity Interests of Immaterial Subsidiariesany person (other than a Wholly Owned Domestic Subsidiary that is directly owned by a Pledgor), (C) to the extent restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests (so long as such prohibition did not arise as part of Unrestricted Subsidiaries, (D) Equity Interests the acquisition or formation of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) such person or (ii) in anticipation of the Credit Agreement or if and other than to the creation of a Lien on the Equity Interests of extent that any such Excluded Receivables Management Subsidiary is not permitted or prohibition would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation be rendered ineffective pursuant to the terms UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect, (D) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable Law, including any requirement to obtain consent of any Receivables Management Financing, any service agreement Governmental Authority (or similar arrangement) required by or entered into in connection with other than to the extent such Receivables Management Financing prohibition would be rendered ineffective under the UCC or any credit support other applicable Law); provided by it that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in favor of any financier of such Receivables Management Financing, effect, (E) any Equity Interests if, to the extent and for so long as the pledge of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(gsuch Equity Interests hereunder would result in (1) material adverse tax consequences (including, without limitation, as a result of the Credit Agreementoperation of Section 956 of the Code or any similar Law or regulation in any applicable jurisdiction) or (2) material adverse regulatory consequences, in each case as reasonably determined by the Borrower and with the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, margin stock, (G) with respect to Holdings, the any Equity Interests that the Borrower and the Administrative Agent shall have agreed in writing to treat as Excluded Equity Interests for purposes hereof on account of any Subsidiary the cost, difficulty, burden or consequences of Holdings other than pledging such Equity Interests hereunder being excessive in relation to the Borrower, benefit to the Secured Parties of the security to be afforded thereby, (H) any Equity Interests of in captive insurance subsidiaries, special purpose entities identified in writing at any Subsidiary with respect time by the Borrower to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences and not-for-profit subsidiaries and (including adverse tax consequencesI) of providing a pledge of its (a) any Equity Interests is excessive in view of the benefits Unrestricted Subsidiaries (any Equity Interests excluded pursuant to be obtained by the Lenders (the assets described in clauses (A) through (H) of above, along with this proviso being clause (I), the “Excluded EquityEquity Interests”); , (ii)(Ab)(i) the debt securities promissory notes and any instruments evidencing Indebtedness owned by it and as of the Closing Date (including those listed opposite the name of such Grantor Pledgor on Schedule II, ) and (Bii) any debt securities obtained promissory notes and instruments and any Indebtedness in the future by issued to such Grantor Pledgor having, an aggregate principal amount in excess of $5.0 million (the foregoing clauses (i) and (Cii) the promissory notes and any other instruments evidencing such debt securities (collectively, the “Pledged DebtDebt Securities”); (iii) , in each case including all interest, cash, instruments and other property that may be delivered from time to and held by time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt Securities (except to the Administrative Agent extent otherwise excluded from the Collateral pursuant to this Agreement), but excluding (1) intercompany current liabilities incurred in the terms ordinary course of this Section 2.01; business in connection with the cash management operations of Holdings and its Subsidiaries or (iv2) to the extent the pledge of such promissory note or instrument would violate applicable law (after giving effect to the relevant anti- assignment provisions of the Uniform Commercial Code), (c) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; , (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; above and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vid) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forthforth and in each case subject to the last paragraph of Article IV of the Credit Agreement and the Collateral and Guarantee Requirement.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each of the Senior Guarantees, each Grantor Grantors hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (ia)(i) all the Equity Interests held owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided provided, however, that the Pledged Equity Stock shall not include the following (collectively, the “Excluded Pledged Stock”): (A) more than 6566% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, any Domestic Subsidiary which is treated as a Foreign Subsidiary for United States federal income tax purposes, or any CFC Holding Company, (B) any Equity Interests of Interest in any Not for Profit Subsidiary, Immaterial SubsidiariesSubsidiary, Unrestricted Subsidiary, special purpose receivables or securitization Subsidiary or Margin Stock, (C) Equity Interests Interests, the pledge of Unrestricted Subsidiarieswhich is prohibited by applicable law, rule or regulation, or which would require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received), (D) any Equity Interests of Excluded Receivables Management Subsidiaries pledged in joint ventures or any non-wholly owned Subsidiaries, but only to secure Indebtedness permitted under Section 7.03(t)(i) the extent that any applicable organizational documents, joint venture agreements, shareholder agreements or (ii) of other agreements with other equity holders do not permit or otherwise restrict the Credit Agreement or if the creation of a Lien on the Equity Interests pledge 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 FinancingEquity Interest, (E) any Equity Interests of any Interest to the extent a pledge thereof could reasonably be expected to result in material adverse tax consequences to Holdings and its Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of Subsidiaries as determined in good faith by Holdings in consultation with the Credit AgreementApplicable Collateral Agent, or (F) any 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 Interest with respect to which Holdings and the Administrative Applicable Collateral Agent has confirmed reasonably agree, in writing writing, that the cost or other consequence of obtaining a security interest or perfection thereof are excessive in relation to the Borrower its determination that the costs or other consequences collateral value afforded thereby, and (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(Ab)(i) the debt securities owned held by it and such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (Bii) any debt securities obtained in the future by issued to such Grantor and (Ciii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); , (iiic) all other property that may be delivered to and held by the Administrative Collateral Agent (or its bailee) pursuant to the terms of this Section 2.01; 3.01, (ivd) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities items referred to in clauses (ia) and (iib) above; , (ve) 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), (iiic) and (ivd) above; , and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 its Note Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign SubsidiarySubsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of Immaterial Subsidiariesany “first tier” CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests Interest of Unrestricted Subsidiariesany Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, and (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) issued and outstanding 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 CFC Holding Company that is not a direct or indirect wholly owned “first tier” CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of the Borrowersuch Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (Giii) with respect to Holdings, the any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect a person that is not directly or indirectly a Subsidiary, as 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”)Article 4 shall apply; (ii)(Ab) (i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vic) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance of the Note Obligations, then, solely to the extent securing the Note Obligations, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to the Note Obligations solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Collateral Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Collateral Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations; provided that the Collateral Agent shall not be required to take any such action unless the Company shall have delivered to the Collateral Agent, together with such written request, a certificate of a Officer of the Company certifying that such action is permitted by the Note Documents, and any such action taken by the Collateral Agent shall be without recourse to or warranty by the Collateral Agent. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Note Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations, to the extent otherwise required by this Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior GuaranteesGuaranties, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of a Domestic Subsidiary, (B) Equity Interests of Immaterial Subsidiariesany Subsidiary of a Foreign Subsidiary, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged any Subsidiary acquired pursuant to secure a Permitted Acquisition financed with Indebtedness permitted under incurred pursuant to Section 7.03(t)(i) or (ii7.03(t) of the Credit Agreement or if and so long as the terms of such Indebtedness prohibit 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 the Collateral Agent for the benefit of the Secured Parties on such Receivables Management FinancingEquity Interests, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (FD) Equity Interests of any Person that is not a direct or indirect indirect, wholly owned Subsidiary of the BorrowerCompany, to the extent such pledge is prohibited by law or contract, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (HE) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing determines (with an acknowledgement to the Borrower its determination U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders Lenders, (F) any Equity Interests to the assets described extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate law, or, with respect to Equity Interests of a Foreign Subsidiary, a contractual obligation binding on or relating to such Equity Interests, and (G) any Equity Interests held by the Third Party Pledgor at any time other than Equity Interests in clauses (A) through (H) of this proviso being the “Excluded Equity”)VNU, Inc., ACN Holdings, Inc. and Decisions Made Easy, Inc.; (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign SubsidiarySubsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests of Immaterial Subsidiariesany Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted SubsidiariesSubsidiary, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation any Subsidiary of a Lien on the Equity Interests Foreign Subsidiary that is a direct or indirect Subsidiary 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 FinancingHoldings V, (E) Equity Interests of any Restricted Foreign Subsidiary that are pledged pursuant to secure Indebtedness permitted under Section 7.03(g) of the Credit a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if 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, (G) Equity Interests of any Person that is not a direct or indirect an indirect, wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the BorrowerIII, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower Issuer its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Lenders secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the assets described Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01Notes Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured all Non-Revolving Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties) and hereby grants to the 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 Parties and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Revolving Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (ia)(i) all the shares of capital stock and other Equity Interests held owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II and II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect indirect, wholly owned Subsidiary of Holdings to the Borrowerextent a security interest therein is prohibited by the terms of such Person’s Organizational Documents, (GB) with respect to Holdings, the any Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary Interest with respect to which Holdings shall have provided to the Administrative Agent has confirmed 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 Equity 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 Borrower its determination that the costs or other consequences cost of pledging such Equity Interest hereunder (including any adverse tax consequencesconsequences to Holdings and the Subsidiaries resulting therefrom) of providing a pledge of its Equity Interests is being excessive in view of the benefits to be obtained by the Lenders Secured Parties therefrom (the assets described in Equity Interests excluded pursuant to clauses (A) through (HD) of this proviso above being referred to as the “Excluded EquityEquity Interests”); (ii)(Ab)(i) the debt securities owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II, (Bii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (Ciii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged DebtDebt Securities”); (iiic) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.012.01 and Section 2.02; (ivd) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (ve) 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), (iiic) and (ivd) above; and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all in the case of each Pledgor that is a Guarantor, the shares of capital stock and other Equity Interests held owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor Guarantor and the certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Foreign SubsidiarySubsidiary (other than ▇▇▇▇▇, (B) of which all the issued and outstanding Equity Interests of Immaterial Subsidiarieswill be pledged), (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) to the extent applicable law requires that a Subsidiary of such Guarantor issue directors' qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement or if the creation need not be satisfied by reason 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(g5.10(h) of the Credit Agreement, (Fiv) any Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary to the extent that, as of the BorrowerClosing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on such Equity Interests, (Gv) with respect to Holdings, the any Equity Interests of any a Subsidiary of Holdings other than a Guarantor acquired after the BorrowerClosing Date pursuant to Section 6.04(j) of the Credit Agreement if, and to the extent that, and for so long as, (HA) 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 such Equity Interests is excessive in view would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the benefits to be obtained by acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the Lenders acquisition of such Subsidiary (provided, that the assets described foregoing clause (B) shall not apply in clauses the case of a joint venture, including a joint venture that (A) through (H) of this proviso being the “Excluded Equity”); (ii)(Ai) the debt securities owned by it and listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “"Pledged Debt”Debt Securities"); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) 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), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior Guaranteeseach Guaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests of the Borrower and of each other Subsidiary directly owned by such Grantor held by it and listed on Schedule II and any other Equity Interests obtained of Subsidiaries directly owned in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) Equity Interests of any Employment Participation Subsidiary, (B) more than 65% of the total issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial SubsidiariesSubsidiary at any time, (C) Equity Interests of Unrestricted SubsidiariesSubsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (C) shall no longer apply to the Equity Interests of such Subsidiary), (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation any Subsidiary 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 FinancingForeign Subsidiary, (E) Equity Interests of any Restricted Subsidiary pledged acquired pursuant to secure a Permitted Acquisition financed with Indebtedness permitted under incurred pursuant to Section 7.03(g7.03(g)(ii) of the Credit Agreement, (F) Equity Interests of any Person ; provided that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any such Subsidiary of Holdings other than the Borrowershall cease to be excluded by this clause (E) if such secured Indebtedness is repaid or becomes unsecured or if such Subsidiary ceases to Guarantee such secured Indebtedness, as applicable, (HF) specifically identified 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 and (G) Equity Interests of any non-wholly owned Subsidiary if (but only to the assets extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in respect of any joint venture, stockholders or similar agreement governing such Equity Interests, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in clauses favor of a lender or other financial counterparts), provided however, that the limitation set forth in clause (G) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Equity Interests to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the New York UCC and provided further that the Proceeds from any such Equity Interests shall not be excluded from the definition of Article 9 Collateral; (ii) (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities promissory notes and instruments evidencing indebtedness owned by it a Grantor and listed opposite the name of such Grantor on Schedule II, and (B) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the last paragraph of Section 4.01(a), as security for the payment or performance, as the case may be, in full of the Secured its Loan Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (i) all the Equity Interests held directly owned by it and (including those listed on Schedule II I) and any other Equity Interests obtained in the future by such Grantor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (A) (I) more than 65% of the issued and outstanding voting Equity Interests in any “first tier” Wholly Owned Foreign Subsidiary directly owned by such Grantor, (II) more than 65% of the issued and outstanding voting Equity Interests in any “first tier” Qualified CFC Holding Company directly owned by such Grantor, (III) any issued and outstanding Equity Interest in any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, or (IV) any issued and outstanding Equity Interests in any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (B) Equity Interests to the extent applicable law requires that a subsidiary of Immaterial Subsidiariessuch Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (C) any Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed Collateral and Guarantee Requirement or the other paragraphs of Section 5.09 of the Term Loan Agreement need not be satisfied by reason of Section 5.09(g) of the Term Loan Agreement, (D) any Equity Interests in writing a person that is not directly or indirectly a Subsidiary or is listed on Schedule V hereto, (E) any Equity Interests in any Insurance Subsidiary or any entity listed on Schedule 1.01A to the Borrower its determination that the costs Term Loan Agreement or other consequences (including adverse tax consequencesF) of providing a pledge of its any Equity Interests is excessive in view of the benefits to be obtained by the Lenders any Immaterial Subsidiary or Unrestricted Subsidiary; (the assets described in clauses ii) (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and obligations listed opposite the name of such Grantor on Schedule III, (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 such debt securities obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the securities referred to in clauses (i) Pledged Stock and (ii) abovethe Pledged Debt; (viv) 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 clause (iii) above; and (v) all proceeds of any of the foregoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (viv) above being collectively referred to as the “Pledged Collateral”). The Administrative Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Stock any Equity Interest which would be so excluded by the operation of clause (vii) or (viii) of Section 5.09(g) of the Term Loan Agreement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, 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 U.S. Secured Obligations, including the Senior Guarantees, each Grantor hereby collaterally assigns and pledges to the Administrative Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (a) the shares of capital stock and other Equity Interests of (i) all each Guarantor (other than Holdings) owned by such Grantor including those listed on Schedule II, (ii) SSC Canada (or, if applicable, each Foreign Subsidiary of Holdings that owns, directly or indirectly, any Equity Interests held of SSC Canada and the Equity Interests of which are owed directly by it such Grantor) owned by such Grantor on the date hereof and listed on Schedule II, (iii) each other Foreign Subsidiary of Holdings that is a Material Subsidiary and the Equity Interests of which are owned directly by such Grantor including those listed on Schedule II and (iv) any other Equity Interests obtained in the future by such Grantor in (A) any Domestic Subsidiary of Holdings that is a Material Subsidiary, (B) SSC Canada (or, if applicable, each Foreign Subsidiary of Holdings that owns, directly or indirectly, any Equity Interests of SSC Canada and the Equity Interests of which are owed directly by such Grantor) and (C) any Foreign Subsidiary of Holdings that is a Material Subsidiary and the Equity Interests of which are owned directly by such Grantor, and the certificates representing all such Equity Interests (all such Equity Interests referred to in clauses (i), (ii), (iii), and (iv) above being referred to as the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (Ax) to the extent that applicable law requires that a Subsidiary issue directors’ qualifying shares, any such qualifying shares, and (y) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing SSC Canada 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 other Foreign Subsidiary of the Borrower, Holdings; (Gb) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(Ai) the debt securities promissory notes owned by it on the date hereof and listed opposite the name of such Grantor on Schedule II, (Bii) each promissory note evidencing intercompany Indebtedness among Holdings and/or any debt securities obtained Subsidiary (including amounts owed in connection with the future intercompany settlements with respect to collections from accounts receivable and inventory of U.S. Loan Parties deposited into accounts of Canadian Loan Parties and other intercompany receivables) owned by and owed to such Grantor after the date hereof and (Ciii) each other promissory note evidencing Indebtedness on or after the date hereof owed to such Grantor other than Indebtedness in a principal amount of less than $5,000,000, so long as the aggregate principal amount of Indebtedness not so pledged under this exclusion does not exceed $10,000,000 (the promissory notes referenced in the preceding clauses (i), (ii) and any other instruments evidencing such debt securities (iii) being referred to as the “Pledged DebtDebt Securities”); ) ; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; and (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vid) all Proceeds of any of the foregoing (the items referred to in clauses (ia), (b), (c) through and (vid) of this Section 3.01 above being collectively referred to as the “Pledged Collateral”)) . TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreveras security for the payment or performance, as the case may be, in full of the U.S. Secured Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performanceperformance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, Collateral Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, permitted assigns for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (Bii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing Collateral and Guarantee Requirement or any provision of Section 6.10 of the Term Credit Agreement need not be satisfied by reason of Section 6.10(g) of the Term Credit Agreement, (iv) any Equity Interests of a Subsidiary to the Borrower its determination that extent that, as of the costs or other consequences (including adverse tax consequences) of providing Closing Date, and for so long as, such a pledge of its such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that 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”)not directly or indirectly a Subsidiary; (ii)(Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by such Grantor a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, Collateral Agent and its successors and assigns, 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 performanceperformance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Credit Party hereby assigns and pledges to the Administrative Agent, its successors and assigns, Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, Collateral Agent for the benefit of the Secured Parties, a security interest in, in all of such GrantorCredit Party’s right, title and interest in, to and under under: (a) (i) all the Equity Interests held directly owned by it and (including, as of the Closing Date, those Equity Interests listed on Schedule II I) and (ii) any other directly owned Equity Interests obtained in the future by such Grantor and Credit Party and, in each case, the certificates certificates, if any, representing all such Equity Interests (the foregoing clauses (a)(i) and (ii), collectively, the “Pledged EquityEquity Securities”); provided that the Pledged Equity Securities shall not include include: (A) any Equity Interests in any Person that is not a wholly-owned Restricted Subsidiary of the Borrower; (B) (1) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests class of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Foreign Subsidiary pledged (or any FSHCO) and (2) to secure Indebtedness permitted under Section 7.03(g) of the extent a Foreign Subsidiary is a Credit AgreementParty, (F) any issued and outstanding Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary class of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary subsidiary of Holdings such Foreign Subsidiary, (C) to the extent applicable law requires that a subsidiary of such Credit Party issue directors’ qualifying shares, nominee shares or similar shares which are required by law to be held by persons other than the Borrowersuch Credit Party, such qualifying shares, nominee shares or similar shares held by persons other than such Credit Party, (HD) any Equity Interests of any person (other than a wholly-owned Subsidiary that is a Restricted Subsidiary), to the extent (x) restricted or not permitted by the terms of such person’s organizational documents or other agreements with respect holders of such Equity Interests existing as of the date hereof or on the date of acquisition by a Credit Party of such Equity Interests (in each case, other than to which the extent that any such prohibition would be rendered ineffective pursuant to applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition or (y) such pledge would trigger a termination pursuant to any “change of control” provision or other similar provision, (E) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable law, including any requirement to obtain consent or approval of any Governmental Authority (other than to the extent such prohibition would be rendered ineffective pursuant to applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition, (F) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder would result in material adverse tax consequences to the Borrower and its subsidiaries (taken as whole) as reasonably determined by the Borrower, (G) any Margin Stock, (H) any Equity Interests in captive insurance subsidiaries, special purpose entities identified in writing at any time by the Borrower to the Administrative Agent has confirmed and not-for-profit subsidiaries, and (I) any Equity Interests that the Borrower and the Collateral Agent shall have agreed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its treat as Excluded Equity Interests is for purposes hereof on account of the cost, difficulty, burden or consequences of pledging such Equity Interests hereunder being excessive in view relation to the practical benefit to the Secured Parties of the benefits security to be obtained by the Lenders afforded thereby (the assets described in any Equity Interests excluded pursuant to any of clauses (A) through (HI) of this proviso being the above, an “Excluded EquityEquity Interest”); , (ii)(Ab) (i) promissory notes and any instruments evidencing Indebtedness for borrowed money owed to it as of the debt securities owned by it and Closing Date (including, as of the Closing Date, those listed opposite the name of such Grantor Credit Party on Schedule III) and (ii) any promissory notes and any instruments evidencing Indebtedness for borrowed money in the future issued to such Credit Party (the foregoing clauses (b)(i) and (b)(ii) collectively, the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include promissory notes and instruments evidencing Indebtedness for borrowed money (A) having an aggregate principal amount not in excess of $5,000,000, (B) any debt securities obtained in to the future by such Grantor and extent otherwise excluded from the Collateral pursuant to this Agreement, (C) to the extent the pledge of such promissory note or instrument would violate applicable law (after giving effect to any applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such promissory note or instrument shall cease to be Excluded Instruments at such time as such prohibition ceases to be in effect to the extent such promissory note or instrument is an Excluded Instrument as a result of such prohibition or (D) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its subsidiaries (such excluded promissory notes and any other instruments evidencing such debt securities (instruments, the “Pledged DebtExcluded Instruments”); , (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.062.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred Pledged Collateral (except to in clauses the extent otherwise excluded from the Collateral pursuant to this Agreement), (i) and (ii) above; (vd) subject to Section 2.062.05 hereof, all rights and privileges of such Grantor Credit Party with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and , and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor, to the extent the pledge of any such Equity Interests would cause more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the voting Equity Interests of such Excluded Receivables Management Foreign Subsidiary is not permitted or would to be pledged hereunder, (including upon foreclosure thereofii) 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 extent applicable law requires that a Subsidiary of such Receivables Management FinancingPledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (Eiii) any Equity Interests of any Restricted a Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) the extent that, as of the Credit AgreementClosing Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (Fiv) any Equity Interests of any Person a person that is not directly or indirectly a direct or indirect wholly owned Subsidiary of the BorrowerSubsidiary, (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 as 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”)Article IV shall apply; (ii)(Ab) (i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held of any Material Subsidiary directly owned by it and listed on Schedule II as of the Closing Date and any other Equity Interests obtained of any Material Subsidiary directly owned in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (Ai) any Equity Interests of any Material Subsidiary that may be pledged pursuant to any foreign pledge agreement under the terms of the Credit Agreement, (ii) any Equity Interests of any Material Subsidiary listed on Schedule VI hereto, as such schedule may be updated from time to time, (iii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests Subsidiary or any Domestic Subsidiary substantially all of Immaterial Subsidiaries, (C) Equity Interests whose assets consist of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests in "controlled foreign companies" under Section 957 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 FinancingCode, (Eiv) any Equity Interests of any Restricted Subsidiary to the extent that, as of the Closing Date and for so long as, a pledge of such Equity Interests would violate a (i) the debt securities for borrowed money having an aggregate principal amount in excess of $10,000,000 (other than (i) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Holdings, the Domestic Borrower and the Subsidiaries, (ii) any such debt securities that may be pledged pursuant to secure Indebtedness permitted any foreign pledge agreement under Section 7.03(g) the terms of the Credit Agreement, and (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (Biii) any debt securities obtained listed on Annex A to the Credit Agreement (other than those debt securities listed on Schedule II hereto)) ("Material Pledged Debt Securities") held by such Pledgor as of the Closing Date, (ii) any Material Pledged Debt Securities in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such Material Pledged Debt Securities (the "Pledged Debt Securities"); provided, that the Pledged Debt Securities shall include the debt securities (the “Pledged Debt”)listed on Schedule II; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) 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), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 performanceThe Pledgors hereby pledge, as the case may becharge, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, a first priority security interest in, all of such Grantor’s rightthe following (collectively, title and interest in, to and under the “Pledged Collateral”): (ia) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor Pledged Shares and the certificates (if any) representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% Shares, and all dividends, distributions and other products or proceeds of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property foregoing from time to time received, receivable received or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion ofPledged Shares, it being understood that the term Pledged Shares shall include membership interests of limited liability companies whether or not such membership interests are evidenced by certificates; and (b) any additional shares of stock or membership interests from time to time acquired by the Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares or membership interests, and all dividends, distributions and other Proceeds products or proceeds from time to time received or otherwise distributed in respect ofof or in exchange for any or all of such stock or membership interests; and (c) Notwithstanding the foregoing, the securities referred to in clauses term “Pledged Collateral” (and any component definition thereof) shall not include (i) ownership interests in joint ventures and non-wholly-owned Subsidiaries to the extent that such ownership interests cannot be pledged without the consent of one or more non-Affiliate third parties, (ii) above; (v) subject to Section 2.06, all rights and privileges the stock or other ownership interest owned by a Pledgor in any subsidiary or affiliate of such Grantor with respect Pledgor listed on Schedule “A” attached to the securities Security Agreement and other property referred to in clauses any subsidiary or affiliate hereafter acquired by a Pledgor (i), (ii)each a “Debtor Insurance Affiliate”) which is an insurance company regulated by the laws of any jurisdiction which prohibits or restricts the pledge of such ownership interest, (iii) Capital Stock in (A) any Foreign Subsidiary other than, in the case of a Foreign Subsidiary owned directly by a Pledgor, 65% of the aggregate Capital Stock of such Foreign Subsidiary with ordinary voting power and 100% of the Capital Stock of such Foreign Subsidiary without ordinary voting power and (B) any Disregarded Domestic Subsidiary other than, in the case of a Disregarded Domestic Subsidiary owned directly by a Pledgor, 65% of the aggregate Capital Stock of such Disregarded Domestic Subsidiary with ordinary voting power and 100% of the Capital Stock of such Disregarded Domestic Subsidiary without ordinary voting power, (iv) aboveany Capital Stock of any Subsidiary held by a Pledgor (other than the Capital Stock of LOTS held by Fortegra), but only for so long as Indebtedness under the Trust Preferred Indenture is outstanding, (v) any asset if the grant or perfection of a security interest is prohibited by applicable law; provided that if and when the prohibition which prevents the granting or perfection of a security interest is removed, terminated or otherwise becomes unenforceable as a matter of law, the Administrative Agent will be deemed to have had, and at all times to have had, a security interest in such property, (vi) all Proceeds the Capital Stock of South Bay Acceptance Corporation, if the grant or perfection of a security interest therein requires the consent, approval or authorization of any Governmental Authority, which consent, approval or authorization has not been received or obtained and (vii) any property acquired by any Loan Party if and to the extent that the Administrative Agent and the Borrowers shall have determined that the costs (including, without limitation, recording taxes and filing fees) of creating and perfecting a Lien on such property interests are excessive in relation to the value of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthsecurity afforded thereby.

Pledge. As security for the payment or performanceperformance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, Collateral Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, permitted assigns for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (Bii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the Borrower its determination that extent that, as of the costs or other consequences (including adverse tax consequences) of providing Closing Date, and for so long as, such a pledge of its such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that 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”)not directly or indirectly a Subsidiary; (ii)(Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by such Grantor a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, Collateral Agent and its successors and assigns, permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai)(A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign SubsidiarySubsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of Immaterial Subsidiariesany “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests Interest of Unrestricted Subsidiariesany Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) issued and outstanding Equity Interests of any Restricted Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary pledged of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to secure Indebtedness permitted under which a grant of security is not required by reason of Section 7.03(g5.10(g) of the Credit Agreement, or (Fiv) any Equity Interests of any Person that a Subsidiary (which Subsidiary is not a direct or indirect wholly owned Subsidiary set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the BorrowerClosing Date, (G) with respect to Holdingsand for so long as, 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 such a pledge of its such Equity Interests is excessive in view of the benefits would violate applicable law or an enforceable contractual obligation binding on or relating to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”)such Equity Interests; (ii)(Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor of the Grantors hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (i) all Equity Interests held by it and that are listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than Excluded Assets or (B) for the avoidance of doubt, Equity Interests in excess of 65% of the issued and outstanding Equity Interests of (1) any Foreign Subsidiary, Restricted Subsidiary that is a wholly owned Material Domestic Subsidiary that is directly owned by the Borrower or by any Subsidiary Guarantor and that (Bx) is treated as a disregarded entity for federal income tax purposes and (y) substantially all of the assets of which consist of the Equity Interests and/or Indebtedness of Immaterial Subsidiaries, one or more CFCs and any other assets incidental thereto and (C2) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) any Restricted Subsidiary that is a wholly owned Material Foreign Subsidiary that is directly owned by the Borrower or by any Subsidiary Guarantor; (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; ; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; ; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it on the date hereof (including all such shares of capital stock and other Equity Interests listed on Schedule II I) and any other Equity Interests obtained in the future by such Grantor 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 (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Foreign SubsidiarySubsidiary directly held by a Loan Party, (Bii) any Equity Interests of any Foreign Subsidiary not directly held by a Loan Party, (iii) Equity Interests in any Foreign Subsidiary to the extent a pledge of Immaterial Subsidiaries, such Equity Interests is illegal or otherwise prohibited by applicable law or (Civ) Equity Interests of in Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) in entities where such Grantor holds 50% or less of the Credit Agreement or if the creation of a Lien on the outstanding 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)entity, 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 extent a pledge of such Receivables Management Financing, (E) Equity Interests is prohibited by the organizational documents or agreements with the other equity holders of any Restricted such Unrestricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, or entity (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 described in the Borrowerclauses (i), (Hii), (iii) Equity Interests of any Subsidiary with respect and (iv) being referred 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 as “Excluded EquityEquity Interests”); (ii)(Ab) (i) the debt securities owned held by it and such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule III), (Bii) any debt securities obtained or intercompany loans or advances in the future issued to or held by such Grantor and (Ciii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) 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), (iiib) and (ivc) above; and (vie) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured First Lien Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the First Lien Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the First Lien Secured PartiesParties and confirms its continuing prior grant to the Collateral Agent for the benefit of the Secured Parties of, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of a Domestic Subsidiary, (B) Equity Interests of Immaterial Subsidiariesany Subsidiary of a Foreign Subsidiary, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged any Subsidiary acquired pursuant to secure a Permitted Acquisition financed with Indebtedness permitted under incurred pursuant to Section 7.03(t)(i) or (ii7.03(t) of the Credit Agreement or if and so long as the terms of such Indebtedness prohibit 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 the Collateral Agent for the benefit of the First Lien Secured Parties on such Receivables Management FinancingEquity Interests, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (FD) Equity Interests of any Person that is not a direct or indirect indirect, wholly owned Subsidiary of ▇▇▇▇▇▇▇, to the Borrowerextent such pledge is prohibited by law or contract, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (HE) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing determines (with an acknowledgement to the Borrower its determination U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders Lenders, (F) any Equity Interests to the assets described extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate law, or, with respect to Equity Interests of a Foreign Subsidiary, a contractual obligation binding on or relating to such Equity Interests, and (G) any Equity Interests held by the Third Party Pledgor at any time other than Equity Interests in clauses TNC (US) Holdings, Inc. and ACN Holdings, Inc., (ii) (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and assigns, for the benefit of the First Lien Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (ia)(i) the shares of capital stock and other Equity Interests of the Borrower and any wholly-owned Restricted Subsidiary that is also a Material Subsidiary now directly owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all Equity Interests held by it and listed on Schedule II certificates and any other Equity Interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (Av) more than 65% of the issued and outstanding Voting Equity Interests of any first-tier Foreign Subsidiary or any Foreign-Subsidiary Holding Company, (w) any of the outstanding Voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct first-tier Foreign Subsidiary, (x) any Equity Interests to the extent that and for so long as a pledge of such Equity Interests is prohibited by any Requirements of Law or indirect wholly owned Subsidiary contract, (y) any Equity Interests to the extent that and for so long as a pledge of such Equity Interests would result in material adverse tax consequences to the Borrower and its subsidiaries, taken as a whole, as reasonably determined in good faith by the Borrower or (z) any Equity Interests as to which the Collateral Agent and the Borrower reasonably determine that the costs of obtaining such security interests in such Equity Interests or perfection thereof are excessive in relation to the benefit to the Lenders of the Borrower, security to be afforded thereby (Gso long as any contractual restriction is not incurred in contemplation of such entity becoming a 9 subsidiary of Holdings) with respect to Holdings, (the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect so excluded being collectively referred 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 herein as the “Excluded EquityEquity Interests”); (ii)(Ab) (i) the any debt securities now owned or at any time hereafter acquired by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (Cii) the all promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and instruments referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds of any and all of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II and II, any Equity Interests with respect to any of the Subsidiaries listed on Schedule IV, any other Equity Interests obtained in the future by such Grantor and and, subject to Section 3.03(i), the certificates certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Unrestricted Subsidiaries, (C) Equity Interests of Unrestricted Subsidiariesany Subsidiary of a Foreign Subsidiary, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged any Subsidiary acquired pursuant to secure a Permitted Acquisition financed with Indebtedness permitted under incurred pursuant to Section 7.03(t)(i) or (ii7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of a Lien any other lien on the such 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 FinancingInterests, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(gPerson (other than the Borrower) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect indirect, wholly owned Material Subsidiary of the Borrower, Borrower and (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (HF) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to and the Borrower its determination determine in their reasonable judgments 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”)Secured Parties; (ii)(A) subject to Section 3.03(i), the debt securities promissory notes and instruments evidencing indebtedness owned by it and listed opposite the name of such Grantor on Schedule II, and (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing indebtedness obtained in the future by such debt securities Grantor (the promissory notes and instruments referred to in clauses (A) and (B) of this clause (ii) are collectively referred to as the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01Agreement; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign SubsidiarySubsidiary or FSHCO, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii4.09(b)(21) of the Credit Agreement Indenture 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 Person that is not a direct or indirect Wholly-Owned Subsidiary of the Company (F) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Senior Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of Facilities as in effect on the Borrowerdate hereof, (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 Company and the Senior Credit Facilities Agent has have determined in writing, confirmed in writing a notice delivered to the Borrower its determination that Collateral Agent, where 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 afforded thereby (the assets described in clauses (A) through (HG) of this proviso being the “Excluded Equity”); ; (ii)(Aii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); ; (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; ; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; ; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior Guaranteeseach Guaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests of OSI and of each other Domestic Subsidiary directly owned by such Grantor held by it and listed on Schedule II and any other Equity Interests obtained of Domestic Subsidiaries directly owned in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign SubsidiaryEmployment Participation Subsidiary (except to the extent a perfected security interest in such Subsidiary can be obtained by filing of a UCC-1 financing statement), (B) Equity Interests of Immaterial SubsidiariesForeign Subsidiary Holding Companies, (C) Equity Interests of Unrestricted Subsidiariesany Subsidiary of a Foreign Subsidiary, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management FinancingMargin Stock, (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) specifically identified Equity Interests of any Subsidiary with respect to which (i) the Administrative Agent has confirmed in writing to the Borrower Company 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 practical benefits to be obtained by the Lenders or (ii) the assets described Borrowers in consultation with the Administrative Agent have reasonably determined that the creation or perfection of pledges of, or security interests in, such Equity Interests would result in material adverse tax consequences to any Borrower or any of its Subsidiaries, (F) Equity Interests of any non-Wholly Owned Subsidiary if (but only to the extent that, and for so long as) (i) the Organization Documents or other agreements with respect to the Equity Interests of such non-Wholly Owned Subsidiary with other equity holders (other than any such agreement where all of the equity holders party thereto are Grantors or Subsidiaries thereof) do not permit or restrict the pledge of such Equity Interests, or (ii) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Grantors or such Subsidiary (other than the loss of such Equity Interests as a result of any such exercise of remedies), (G) any Equity Interest if (but only to the extent that, and for so long as) the pledge of such Equity Interest hereunder (i) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Laws or (ii) would violate the terms of any written agreement, license, lease or similar arrangement with respect to such Equity Interest or would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right (in favor of a Person other than any Borrower or any 193389732_2 Subsidiary) pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (x) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt and (y) only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 7.09 of the Credit Agreement, (H) Equity Interests of each Subsidiary set forth in Schedule 1.01A of the Credit Agreement, (I) Equity Interests of Liquor License Subsidiaries and (J) any other Equity Interests that constitute Excluded Assets (any Equity Interests excluded pursuant to clauses (A) through (HJ) of this proviso being above, the “Excluded EquityEquity Interests”; provided, however, that Excluded Equity Interests shall not include any Proceeds, substitutions or replacements of any Excluded Equity Interests referred to in the foregoing clauses (A) through (J) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (J))); (ii)(Aii) the debt securities (A) promissory notes and instruments evidencing indebtedness owned by it a Grantor and listed opposite the name of such Grantor on Schedule II, and (B) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and assigns, for the benefit of the applicable 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s 's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); ------------- provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the -------- issued and outstanding voting Equity Interests of any Foreign SubsidiarySubsidiary to the extent the pledge of any greater percentage would result in adverse tax consequences to Parent, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny's Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Simeus Holdings, Inc. to the Credit Agreement or if the creation of a Lien on extent tha▇ ▇▇ ▇he date such Equity Interests are received the Equity Interests Rights Agreement entered into as of August 30, 2001, by and among Simeus Holdings, Inc. and Denny's Holdi▇▇▇ ▇▇stricts the pledge 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”)Interest; (ii)(Ab) (i) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “"Pledged Debt”Debt Securities"); (iiic) all other property ----------------------- that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.013.01; (ivd) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities s ecurities referred to in clauses (ia) and (iib) above and the property referred to in clause (c) above; (ve) 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), (iiic) and (ivd) above; and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “"Pledged Collateral”"). ------- ---------- TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the ---------------- terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (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 certificates and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) any Equity Interests in any Subsidiary other than a wholly-owned Material Subsidiary that is a Restricted Subsidiary or any Equity Interests in any Foreign Subsidiary or CFC Holdco other than a wholly-owned Material Foreign Subsidiary that is a Restricted Subsidiary; (B) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, ; or (C) any Equity Interests in which the grant of Unrestricted Subsidiariesa security interest therein is prohibited by any law, (D) rule or regulation applicable to such Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted or the applicable Grantor or would constitute a breach or default under Section 7.03(t)(i) or results in the termination of, or require any consent (ii) other than the consent of the Credit Agreement Borrower or if any Subsidiary) not obtained under, any lease, license or agreement (in each case, after giving effect to the creation provisions of a Lien on the Uniform Commercial Code or any other applicable law invalidating or rendering ineffective anti-assignment provisions) (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 so excluded 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 collectively referred to herein as the “Excluded EquityEquity Interests”); (ii)(Ab) (i) the debt securities now owned or at any time hereafter acquired by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (Cii) the all promissory notes and any other instruments evidencing all such debt securities ((i) and (ii) collectively, the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) 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 securities referred to in clauses (i) Pledged Equity Interests and (ii) abovePledged Debt Securities; (vd) 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), (ii), (iiib) and (ivc) above; and (vie) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (a) (i) all Equity Interests held by it and listed on Schedule II III and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that (x) pledges of voting Equity Interests of each Foreign Subsidiary shall be limited to 65% of the total combined voting power of all Equity Interests of such Foreign Subsidiary at any time; and (y) the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of Unrestricted Subsidiaries (until such time as any Foreign Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (y)(A) shall no longer apply to the Equity Interests of such Subsidiary), (B) Equity Interests of Immaterial Subsidiariesany Subsidiary of a Foreign Subsidiary, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of a Grantor to the Borrowerextent prohibited by the terms of such Subsidiary’s Organization Documents, (D) any Margin Stock owned by such Grantor, (E) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable Law, (F) Equity Interests of Domestic Subsidiaries that are not Material Domestic Subsidiaries of such Grantor and (G) with respect to Holdings, the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) or 7.03(i) of Holdings other than the BorrowerCredit Agreement if such Equity Interests are pledged as security for such Indebtedness, until such Indebtedness is repaid or becomes unsecured, and (H) Equity Interests of any Subsidiary with respect to which the Administrative Collateral Agent has confirmed in writing to the Lead Borrower its reasonable determination that the costs or other consequences (including adverse tax consequencesconsequences in the reasonable judgment of the Lead Borrower confirmed in writing by notice to the Collateral Agent) of providing a pledge of its Equity Interests or perfection thereof 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”)Lenders; (ii)(A) the debt securities promissory notes and any instruments evidencing indebtedness owned by it and listed opposite the name of such Grantor on Schedule II, III and (B) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of of, and Security Interests in, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing and anything in this Agreement to the contrary, the Pledged Collateral shall not include Equity Interests and other securities of a Subsidiary to the extent that the pledge of such Equity Interests or other securities results in the Lead Borrower or Holdings being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental agency), but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence. In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or another law, rule or regulation is adopted which would require) the filing with the SEC (or another governmental agency) of separate financial statements of any Subsidiary due to the fact that the Subsidiary’s Capital Stock or other securities secure any Secured Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be excluded from the Pledged Collateral, but only to the extent necessary to not be subject to such requirement and only for so long as is 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 security interests in the Equity Interests or other securities that are so deemed to be excluded from the Pledged Collateral. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted which would permit) such Subsidiary’s Equity Interests or other securities to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to no longer be excluded from the Pledged Collateral, but only to the extent necessary to not be subject to any such financial statement requirement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and assigns, for the benefit of the applicable 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (ia)(i) the shares of capital stock and other Equity Interests of the Borrower and any wholly-owned Restricted Subsidiary that is also a Material Subsidiary now directly owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all Equity Interests held by it and listed on Schedule II certificates and any other Equity Interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (Av) more than 65% of the issued and outstanding Voting Equity Interests of any first-tier Foreign Subsidiary or any Foreign-Subsidiary Holding Company, (w) any of the outstanding Voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrowerfirst-tier Foreign Subsidiary, (Gx) with respect to Holdings, the any Equity Interests to the extent that and for so long as a pledge of such Equity Interests is prohibited by any Subsidiary Requirements of Holdings other than the BorrowerLaw or contract, (Hy) any Equity Interests to the extent that and for so long as a pledge of such Equity Interests would result in material adverse tax consequences to the Borrower and its subsidiaries, taken as a whole, as reasonably determined in good faith by the Borrower or (z) any Subsidiary with respect Equity Interests as to which the Administrative Collateral Agent has confirmed in writing to and the Borrower its determination reasonably determine that the costs or other consequences (including adverse tax consequences) of providing a pledge of its obtaining such security interests in such Equity Interests is or perfection thereof are excessive in view relation to the benefit to the Lenders of the benefits security to be obtained by the Lenders afforded thereby (the assets described so long as any contractual restriction is not incurred in clauses contemplation of such entity becoming a (Ai) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the any debt securities now owned or at any time hereafter acquired by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (Cii) the all promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and instruments referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds of any and all of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign SubsidiarySubsidiary that is a direct or indirect Subsidiary of Holdings, (B) Equity Interests of Immaterial Subsidiariesany Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted SubsidiariesSubsidiary, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation any Subsidiary of a Lien on the Equity Interests Foreign Subsidiary that is a direct or indirect Subsidiary 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 FinancingHoldings, (E) Equity Interests of any Restricted Foreign Subsidiary that are pledged pursuant to secure Indebtedness permitted under Section 7.03(g) of the Credit a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if 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, (G) Equity Interests of any Person that is not a direct or indirect an indirect, wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the BorrowerParent, (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 or perfection thereof is excessive in view of the benefits to be obtained by the Lenders and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the assets described in clauses case of Foreign Holdings (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior GuaranteesGuaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it in each of its wholly-owned Material Subsidiaries and listed on Schedule II I and any other Equity Interests in any wholly-owned Material Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiariesany Unrestricted Subsidiary, (C) Equity Interests of Unrestricted Subsidiariesany Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests are pledged as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant any Person to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with extent that 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 Borrowerany Grantor, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (HE) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to and the Borrower its determination have determined in their reasonable judgment that the costs or other consequences (including adverse tax consequences) of providing a pledge of its such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Lenders therefrom and (F) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by the assets described in clauses Uniform Commercial Code or other applicable law; (ii) (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing 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”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (a) (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that (x) pledges of voting Equity Interests of each Foreign Subsidiary shall be limited to 65% of the total combined voting power of all Equity Interests of such Foreign Subsidiary at any time; and (y) the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of Unrestricted Subsidiaries (until such time as any Foreign Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Term Debt Documents, at which time, and without further action, this clause (y)(A) shall no longer apply to the Equity Interests of such Subsidiary), (B) Equity Interests of Immaterial Subsidiariesany Subsidiary of a Foreign Subsidiary, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of a Grantor to the Borrowerextent prohibited by the terms of such Subsidiary’s Organization Documents, (D) any Margin Stock owned by such Grantor, (E) pledges prohibited by Law or by agreements containing anti-assignment clauses not overridden by applicable Law, (F) Equity Interests of Domestic Subsidiaries that are not Material Domestic Subsidiaries of such Grantor, (G) with respect to Holdings, the Equity Interests of any Restricted Subsidiary of Holdings acquired pursuant to a permitted acquisition financed with Indebtedness permitted to be secured under the New Term Credit Agreement, the Indenture and any other than the BorrowerTerm Debt Document, if such Equity Interests are pledged as security for such Indebtedness, until such Indebtedness is repaid or becomes unsecured and (H) Equity Interests of any Subsidiary with respect to which the Administrative Collateral Agent has confirmed in writing to the Borrower its reasonable determination that the costs or other consequences (including adverse tax consequencesconsequences in the reasonable judgment of the Borrower confirmed in writing by notice to the Collateral Agent) of providing a pledge of its Equity Interests or perfection thereof 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”)Secured Parties; (ii)(Aii) the debt securities promissory notes and any instruments evidencing indebtedness owned by it and listed opposite the name of such Grantor on Schedule II, (B) II and any debt securities promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all vi)all Proceeds of of, and Security Interests in, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing and anything in this Agreement to the contrary, the Pledged Collateral shall not include Equity Interests and other securities of a Subsidiary to the extent that the pledge of such Equity Interests or other securities results in the Borrower or Holdings being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental agency), but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence. In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or another law, rule or regulation is adopted which would require) the filing with the SEC (or another governmental agency) of separate financial statements of any Subsidiary due to the fact that the Subsidiary’s Equity Interests or other securities secure any Secured Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be excluded from the Pledged Collateral, but only to the extent necessary to not be subject to such requirement and only for so long as is 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 security interests in the Equity Interests or other securities that are so deemed to be excluded from the Pledged Collateral. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted which would permit) such Subsidiary’s Equity Interests or other securities to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to no longer be excluded from the Pledged Collateral, but only to the extent necessary to not be subject to any such financial statement requirement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor▇▇▇▇▇▇▇’s right, title and interest in, to and under under: (ia) all (x) the Equity Interests held directly owned by it and (including those Equity Interests listed on Schedule II II) and (y) any other Equity Interests obtained in the future by such Grantor and Pledgor and, in each case, the certificates representing all such Equity Interests (the foregoing clauses (x) and (y), collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include include: (Ai) (1) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, Subsidiary that is (Bx) a CFC directly owned by any Pledgor or (y) any FSHCO directly owned by a Pledgor or (2) any of the issued and outstanding Equity Interests of Immaterial Subsidiaries(x) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC or (y) any FSHCO that is not a “first tier” Subsidiary of a Loan Party, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, nominee shares or similar shares, which are required by Law to be held by persons other than the Pledgors, such qualifying shares, nominee shares or similar shares held by persons other than Pledgors, (Ciii) any Equity Interests of Unrestricted Subsidiaries, any person (Dother than a Wholly-Owned Subsidiary that is directly owned by a Pledgor) to the extent restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) so long as such prohibition did not arise in anticipation of the Credit Agreement or if and other than to the creation of a Lien on the Equity Interests of extent that any such Excluded Receivables Management Subsidiary is not permitted or prohibition would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation be rendered ineffective pursuant to the terms UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect, (iv) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable Law, including any requirement to obtain consent of any Receivables Management Financing, any service agreement Governmental Authority (or similar arrangement) required by or entered into in connection with other than to the extent such Receivables Management Financing prohibition would be rendered ineffective under the UCC or any credit support other applicable Law); provided by it that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in favor of effect, (v) any financier Equity Interests if, to the extent and for so long as the pledge of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(ghereunder would result in (1) material adverse tax consequences (including as a result of the Credit Agreementoperation of Section 956 of the Code or any similar Law or regulation in any applicable jurisdiction) or (2) material adverse regulatory consequences, in each case as reasonably determined by the Borrower in good faith and in consultation with the Administrative Agent, (Fvi) any margin stock, (vii) any 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 Borrower and the Administrative Agent has confirmed shall have agreed in writing to treat as Excluded Equity Interests for purposes hereof on account of the cost, difficulty, burden or consequences of pledging such Equity Interests hereunder being excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby, (viii) any Equity Interests in Captive Insurance Subsidiaries, special purpose securitization vehicles or securitization subsidiaries (or similar) and not-for-profit subsidiaries, in each case, identified in writing at any time by the Borrower its determination that to the costs or other consequences Administrative Agent and (including adverse tax consequencesix) of providing a pledge of its any Equity Interests is excessive in view of the benefits Unrestricted Subsidiaries or Immaterial Subsidiaries (any Equity Interests excluded pursuant to be obtained by the Lenders (the assets described in clauses (Ai) through (Hviii) of above, along with this proviso being clause (ix), the “Excluded EquityEquity Interests”); , (ii)(Ab) (x) the debt securities promissory notes and any instruments evidencing Indebtedness owned by it and as of the Closing Date (including those listed opposite the name of such Grantor Pledgor on Schedule II, ) and (By) any debt securities obtained promissory notes and instruments and any Indebtedness in the future by issued to such Grantor Pledgor having, an aggregate principal amount in excess of $10.0 million (the foregoing clauses (x) and (Cy) the promissory notes and any other instruments evidencing such debt securities (collectively, the “Pledged DebtDebt Securities”); (iii) , in each case including all interest, cash, instruments and other property that may be delivered from time to and held by time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt Securities (except to the Administrative Agent extent otherwise excluded from the Collateral pursuant to this Agreement), but excluding (1) intercompany current liabilities incurred in the terms ordinary course of this Section 2.01; business in connection with the cash management operations of Holdings and its Subsidiaries or (iv2) to the extent the pledge of such promissory note or instrument would violate applicable law (after giving effect to the relevant anti-assignment provisions of the Uniform Commercial Code), (c) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; , (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and , and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vid) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forthforth and in each case subject to the last paragraph of Article IV of the Credit Agreement and the Collateral and Guarantee Requirement.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured First Priority Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns pledges and pledges grants to the Administrative Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the First Priority Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests held Interests”) owned by it and such Pledgor (other than Excluded Equity Interests) (which, if certificated, are listed on Schedule II I hereto) and any other Equity Interests obtained in the future by such Grantor Pledgor (other than Excluded Equity Interests) and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the (i) Pledged Equity Interests of each foreign subsidiary of a Pledgor shall not include (A) more than be limited, in the aggregate, to the pledge of 65% of the issued and outstanding Equity Interests common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any Foreign SubsidiaryPledgor to the Collateral Agent of a stock or unit certificate, (B) Equity Interests as applicable, representing in excess of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or such percentage ownership and (ii) any interests of any of the Credit Pledgors in the joint ventures set forth on Schedule V attached to the Security Agreement or if and any subsequent joint ventures in which the creation Pledgors invest shall be excluded from the definition of a Lien on the Pledged 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 (extent that applicable law 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) organizational documents with respect to Holdingsany such joint venture (including other applicable agreements among the investors in such joint venture) (x) do not permit the pledge or assignment of such interest or (y) require the consent of any third party to permit such pledge or assignment (to the extent such consent has not been granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such pledge without the consent of any third party and in accordance with applicable law, such interest in such joint venture shall be included in the definition of Pledged Equity Interests of any Subsidiary of Holdings other than (subject to clause (i) above) and the Borrowerapplicable Pledgor shall cause the related certificates, (H) Equity Interests of any Subsidiary with respect if any, for such joint venture to which the Administrative Agent has confirmed in writing be delivered to the Borrower its determination that Collateral Agent within ninety (90) days from the costs Closing Date (or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of such longer period as the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”Collateral Agent may agree); (ii)(Ab) (i) the debt securities owned Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 owed to it and which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (Bii) any debt securities obtained Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 arising in the future by and owing to such Grantor Pledgor; and (Ciii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”)Indebtedness; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.067 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities or Indebtedness referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.067 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities securities, Indebtedness and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including a financing statement describing the Pledged Collateral, together with the other Collateral granted pursuant to the Security Agreement, as “all right, title, interest, powers, privileges and preferences pertaining personal property (other than Excluded Property)” or incidental thereto, unto “all assets (other than Excluded Property)” of the Administrative Agent, its successors and assigns, debtor or words of similar effect or with greater detail) or continuation statements for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Partiessecurity interest granted by each Pledgor hereunder, forever; subjectwithout the signature of any Pledgors, however, to and naming any Pledgor or the terms, covenants Pledgors as debtors and conditions hereinafter set forththe Collateral Agent as secured party.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the Equity Interests of (i) all each Material Domestic Restricted Subsidiary and Material First Tier Foreign Subsidiary in existence on the date hereof and (x) in the case of certificated Equity Interests held by it and constituting Securities, listed on in Part A of Schedule II hereto or (y) in the case of Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and any other Equity Interests Uncertificated Partnership Interests, listed in Part B of Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by such Grantor (including the Equity Interests of each Subsidiary that becomes a Material Domestic Restricted Subsidiary or Material First Tier Foreign Subsidiary in the future) and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged EquityStock”); provided provided, however, that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material First Tier Foreign Subsidiary, (Bii) to the extent that applicable law requires that a Subsidiary issue directors’ qualifying shares, such qualifying shares, or (iii) any Equity Interests of Immaterial Subsidiariesin any Foreign Subsidiary, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if extent that the creation granting of a Lien on security interest therein would result in a stamp tax or any other duty (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 so excluded 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 collectively referred to herein as the “Excluded EquityEquity Interests”); , (ii)(Ab)(i) the debt securities owned Material Debt Securities held by it and such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of such Grantor on in Part C of Schedule II), (Bii) any debt securities obtained Material Debt Securities in the future by issued to such Grantor and (Ciii) the promissory notes and any other instruments evidencing such debt securities Material Debt Securities (collectively referred to herein as the “Pledged DebtDebt Securities”); , (iiic) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; 3.01, (ivd) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; , (ve) 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), (iiic) and (ivd) above; , and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 performanceperformance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Credit Party hereby assigns and pledges to the Administrative Agent, its successors and assigns, Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, Collateral Agent for the benefit of the Secured Parties, a security interest in, in all of such GrantorCredit Party’s right, title and interest in, to and under (whether now owned or hereafter acquired): (a) (i) all the Equity Interests held directly owned by it and (including, as of the Closing Date, those Equity Interests listed on Schedule II I) and (ii) any other directly owned Equity Interests obtained in the future by such Grantor and Credit Party and, in each case, the certificates certificates, if any, representing all such Equity Interests (the foregoing clauses (a)(i) and (ii), collectively, the “Pledged EquityEquity Securities”); provided that the Pledged Equity Securities shall not include include: (A) any Equity Interests in any Person that is not a wholly-owned subsidiary of the Issuer; (B) (1) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests class of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Foreign Subsidiary pledged (or any FSHCO) and (2) to secure Indebtedness permitted under Section 7.03(g) of the extent a Foreign Subsidiary is a Credit AgreementParty, (F) any issued and outstanding Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary class of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary subsidiary of Holdings such Foreign Subsidiary, (C) to the extent applicable law requires that a subsidiary of such Credit Party issue directors’ qualifying shares, nominee shares or similar shares which are required by law to be held by persons other than the Borrowersuch Credit Party, such qualifying shares, nominee shares or similar shares held by persons other than such Credit Party, (HD) any Equity Interests of any person (other than a wholly-owned Subsidiary that is a Restricted Subsidiary), to the extent (x) restricted or not permitted by the terms of such person’s organizational documents or other agreements with respect holders of such Equity Interests existing as of the date hereof or on the date of acquisition by a Credit Party of such Equity Interests (in each case, other than to which the Administrative extent that any such prohibition would be rendered ineffective pursuant to applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition or (y) such pledge would trigger a termination pursuant to any “change of control” provision or other similar provision, (E) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable law, including any requirement to obtain consent or approval of any Governmental Authority (other than to the extent such prohibition would be rendered ineffective pursuant to applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition, (F) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder would result in material adverse tax consequences to the Issuer and its subsidiaries (taken as whole) as reasonably determined by the Issuer, (G) any Margin Stock, (H) any Equity Interests in captive insurance subsidiaries, special purpose entities identified in writing at any time by the Issuer to the Trustee and not-for-profit subsidiaries, and (I) any Equity Interests that the Issuer and the Collateral Agent has confirmed shall have agreed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its treat as Excluded Equity Interests is for purposes hereof on account of the cost, difficulty, burden or consequences of pledging such Equity Interests hereunder being excessive in view relation to the practical benefit to the Secured Parties of the benefits security to be obtained by the Lenders afforded thereby (the assets described in any Equity Interests excluded pursuant to any of clauses (A) through (HI) of this proviso being the above, an “Excluded EquityEquity Interest”); , (ii)(Ab) (i) promissory notes and any instruments evidencing Indebtedness for borrowed money owed to it as of the debt securities owned by it and Closing Date (including, as of the Closing Date, those listed opposite the name of such Grantor Credit Party on Schedule III) and (ii) any promissory notes and any instruments evidencing Indebtedness for borrowed money in the future issued to such Credit Party (the foregoing clauses (b)(i) and (b)(ii) collectively, the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include promissory notes and instruments evidencing Indebtedness for borrowed money (A) having an aggregate principal amount not in excess of $5,000,000, (B) any debt securities obtained in to the future by such Grantor and extent otherwise excluded from the Collateral pursuant to this Agreement, (C) to the extent the pledge of such promissory note or instrument would violate applicable law (after giving effect to any applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such promissory note or instrument shall cease to be Excluded Instruments at such time as such prohibition ceases to be in effect to the extent such promissory note or instrument is an Excluded Instrument as a result of such prohibition or (D) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Issuer and its subsidiaries (such excluded promissory notes and any other instruments evidencing such debt securities (instruments, the “Pledged DebtExcluded Instruments”); , (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.062.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred Pledged Collateral (except to in clauses the extent otherwise excluded from the Collateral pursuant to this Agreement), (i) and (ii) above; (vd) subject to Section 2.062.05 hereof, all rights and privileges of such Grantor Credit Party with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and , and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 Senior Guaranteeseach Guaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II I and any other Equity Interests obtained in the future by such Grantor and the certificates certificates, if any, 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 Material Foreign SubsidiarySubsidiary that is a direct or indirect Subsidiary of Holdings, (B) Equity Interests of Immaterial Subsidiariesany Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted SubsidiariesSubsidiary, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation any Subsidiary of a Lien on the Equity Interests Foreign Subsidiary that is a direct or indirect Subsidiary 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 FinancingHoldings, (E) Equity Interests of any Restricted Foreign Subsidiary that are pledged pursuant to secure Indebtedness permitted under Section 7.03(g) of the Credit a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if 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, (G) Equity Interests of any Person that is not a direct or indirect an 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 or perfection thereof is excessive in view of the benefits to be obtained by the Lenders and (the assets described in I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior GuaranteesGuaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (i) all Equity Interests held by it and it, including those listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that (x) pledges of voting Equity Interests of each Foreign Subsidiary shall be limited to 65% of the total combined voting power of all Equity Interests of such Foreign Subsidiary at any time; and (y) the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of Unrestricted Subsidiaries (until such time as any Foreign Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (y)(A) shall no longer apply to the Equity Interests of such Subsidiary), (B) Equity Interests of Immaterial Subsidiariesany Subsidiary of a Foreign Subsidiary, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of a Grantor to the Borrowerextent prohibited by the terms of such Subsidiary’s Organization Documents, (GD) with respect to Holdingsany Margin Stock owned by such Grantor, the (E) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) or 7.03(h) of Holdings other than the BorrowerCredit Agreement (or the equivalent provision if such Equity Interests are pledged as security for such Indebtedness, until such Indebtedness is repaid or becomes unsecured, (F) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable Law, (G) Equity Interests of Domestic Subsidiaries that are not Material Domestic Subsidiaries of such Grantor, (H) Equity Interests of Captive Insurance Subsidiaries, (I) Equity Interests of any Subsidiary with respect to which the Administrative Collateral Agent has confirmed in writing to the Borrower its reasonable determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (HF) of this proviso being collectively, the “Excluded Equity”); (ii)(Aii) (A) the debt securities promissory notes and any instruments evidencing indebtedness owned by it and it, including those listed opposite the name of such Grantor on Schedule II, (B) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”), and (C) the Subordinated Contribution Note; (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and assigns, for the benefit of the applicable 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) (i) all the shares of capital stock and other Equity Interests held owned by it and such Grantor in any subsidiary of Holdings, including those listed opposite the name of such Grantor on Schedule II and hereto, (ii) any other Equity Interests obtained in the future by such Grantor in any subsidiary of Holdings and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) more Equity Interests of any Person (other than a Wholly Owned Restricted Subsidiary), to the extent the pledge thereof to the Administrative Agent is not permitted by the terms of such Person’s organizational or joint venture documents, (B) voting Equity Interests constituting an amount greater than 65% of the issued and outstanding total voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary that are held directly by a Foreign Subsidiary, (D) any Equity Interest with respect to which Borrower, with the written consent of the Administrative Agent has confirmed (not to be unreasonably withheld or delayed), 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, any Intermediate Parent, the Borrower and its Restricted 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 Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries, (E) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect and (F) any Equity Interest that the 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, any Intermediate Parent, the Borrower its determination that and the costs or other consequences (including adverse tax consequencesSubsidiaries resulting therefrom) of providing a pledge of its Equity Interests is being excessive in view of the benefits to be obtained by the Lenders Secured Parties therefrom (the assets described in Equity Interests excluded pursuant to clauses (A) through (HF) of this proviso above being referred to as the “Excluded EquityEquity Interests”); (ii)(Ab)(i) the debt securities owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule IIII hereto, (Bii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (Ciii) the promissory notes and any other instruments evidencing all such debt securities securities, in the case of each of subclauses (i), (ii) and (iii) of this clause (b), to the extent issued by any subsidiary of Holdings (collectively, the “Pledged DebtDebt Securities”); (iiic) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.012.01 and Section 2.02; (ivd) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (ve) 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), (iiic) and (ivd) above; and (vif) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 Second Priority Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns pledges and pledges grants to the Administrative Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Second Priority Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests held Interests”) owned by it and such Pledgor (other than Excluded Equity Interests) (which, if certificated, are listed on Schedule II I hereto) and any other Equity Interests obtained in the future by such Grantor Pledgor (other than Excluded Equity Interests) and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the (i) Pledged Equity Interests of each foreign subsidiary of a Pledgor shall not include (A) more than be limited, in the aggregate, to the pledge of 65% of the issued and outstanding Equity Interests common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any Foreign SubsidiaryPledgor to the Collateral Agent of a stock or unit certificate, (B) Equity Interests as applicable, representing in excess of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or such percentage ownership and (ii) any interests of any of the Credit Pledgors in the joint ventures set forth on Schedule V attached to the Security Agreement or if and any subsequent joint ventures in which the creation Pledgors invest shall be excluded from the definition of a Lien on the Pledged 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 (extent that applicable law 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) organizational documents with respect to Holdingsany such joint venture (including other applicable agreements among the investors in such joint venture) (x) do not permit the pledge or assignment of such interest or (y) require the consent of any third party to permit such pledge or assignment (to the extent such consent has not been granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such pledge without the consent of any third party and in accordance with applicable law, such interest in such joint venture shall be included in the definition of Pledged Equity Interests of any Subsidiary of Holdings other than (subject to clause (i) above) and the Borrowerapplicable Pledgor shall cause the related certificates, (H) Equity Interests of any Subsidiary with respect if any, for such joint venture to which the Administrative Agent has confirmed in writing be delivered to the Borrower its determination that Collateral Agent within ninety (90) days from the costs Closing Date (or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of such longer period as the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”Collateral Agent may agree); (ii)(Ab) (i) the debt securities owned Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 owed to it and which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (Bii) any debt securities obtained Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 arising in the future by and owing to such Grantor Pledgor; and (Ciii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”)Indebtedness; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.067 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities or Indebtedness referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.067 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities securities, Indebtedness and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including a financing statement describing the Pledged Collateral, together with the other Collateral granted pursuant to the Security Agreement, as “all right, title, interest, powers, privileges and preferences pertaining personal property (other than Excluded Property)” or incidental thereto, unto “all assets (other than Excluded Property)” of the Administrative Agent, its successors and assigns, debtor or words of similar effect or with greater detail) or continuation statements for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Partiessecurity interest granted by each Pledgor hereunder, forever; subjectwithout the signature of any Pledgors, however, to and naming any Pledgor or the terms, covenants Pledgors as debtors and conditions hereinafter set forththe Collateral Agent as secured party.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges Borrower grants to the Administrative Agent, its successors and assigns, Agent for the benefit of itself and the Secured PartiesBanks a continuing security interest in the following, in each case whether certificated or uncertificated, whether now owned or hereafter acquired, wherever located (any or all of such, the "COLLATERAL"): (a) Securities account nos. 26-27309, 26-27311, 26-27312 and 26-27313 with Northern Trust Bank, FSB ("NORTHERN, AS INTERMEDIARY"), in the name of Borrower or such other designation as may be required by Northern as Intermediary, any additional successor and/or replacement accounts (if, as to any such additional accounts, Borrower confirms in writing that such accounts are covered by this Agreement), and hereby grants any and all securities, security entitlements, financial assets, investment property, commodity contracts, money, instruments, documents, goods, chattel paper, accounts, general intangibles, deposit accounts, partnership and limited liability company interests, certificates of deposit, and other property and rights of any nature now or hereafter held in or constituting part of such accounts (such named account and all such additional, successor and replacement accounts collectively, the "NORTHERN SECURITIES ACCOUNT"). (b) Securities account no. Q46931004 with JPMorgan Chase Bank ("JPMORGAN CHASE BANK, AS "INTERMED▇▇▇▇"; ▇▇ch of Northern as Intermediary, SunTrust as Intermediary and JPMorgan Chase Bank as Intermediary being called an "INTERMEDIARY"), in the name of Borrower or such other designation as may be required by JPMorgan Chase as Intermediary, any additional successor and/or replacement accounts (if, as to any such additional accounts, Borrower confirms in writing that such accounts are covered by this Agreement), and any and all securities, security entitlements, financial assets, investment property, commodity contracts, money, instruments, documents, goods, chattel paper, accounts, general intangibles, deposit accounts, partnership and limited liability company interests, certificates of deposit, and other property and rights of any nature now or hereafter held in or constituting part of such account (such named account and all such additional, successor and replacement accounts collectively, the Administrative Agent, its successors and assigns, for the benefit "JPMORGAN CHASE SECURITIES ACCOUNT"). Each of the Secured Parties, Northern Securities Account and the JPMorgan Chase Securities Account shall be called a security interest in, all of such Grantor’s right, title "SECURITIES ACCOUNT". (c) With respect to any Collateral referred to in (a) and interest in, to (b) but without limiting (a) and under (b): (i) all Equity Interests held by it stock and listed on Schedule II bond powers, certificates and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or instruments; (ii) of the Credit Agreement all additions, replacements, substitutions, interest, cash and stock dividends, warrants, options, and other rights and amounts paid, accrued, received, receivable, 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) distributed with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property thereto from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses time; (id) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with With respect to the securities foregoing, all products and other property referred to in clauses (i)proceeds thereof, (ii)including insurance proceeds and payments under the Securities Investor Protection Act of 1970, (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthamended.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests held by it and listed on Schedule II II, all other Equity Interests owned by such Grantor on the date hereof (other than Equity Interests issued by Subsidiaries (1) not engaged to any extent in the Telecommunications/IS Business or (2) that are not Material Subsidiaries) and any other Equity Interests that are obtained in the future by such Grantor (other than Equity Interests issued by Subsidiaries (1) not engaged to any extent in the Telecommunications/IS Business or (2) that are not Material Subsidiaries), and the certificates representing all such Equity Interests (the “Pledged EquityEquity Interests”); provided provided, however, that (i) the Pledged Equity Interests shall not include (A1) more than 65% of the issued and outstanding voting Equity Interests in Level 3 Communications Canada Co. or (2) any Equity Interest of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or Subsidiary other than Level 3 Communications Canada Co. and (ii) of after the Credit Agreement or if Enhanced Collateral Date, the creation of a Lien on the Pledged Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would shall exclude Equity Interests issued by (including upon foreclosure thereof1) result in a change of control Software Spectrum, Inc. (or similar event“Software”), default(2) Eldorado Marketing, terminationInc. (“Eldorado”), paymentand (3) (i)Structure, purchase or repurchase obligation pursuant to the terms of any Receivables Management FinancingLLC (together with Software and Eldorado, 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 EquitySubsidiaries”); (ii)(Ab) the debt securities owned by it and such Grantor on the date hereof (including those listed opposite the name of such Grantor on Schedule II, (B) and any debt securities that are obtained in the future by such Grantor Grantor, and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged DebtDebt Securities”); (iiic) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; (ivd) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (ve) 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), (iiic) and (ivd) above; and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, 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 and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Foreign SubsidiarySubsidiary to the extent the pledge of any greater percentage would result in adverse tax consequences to Parent, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny's Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Simeus Holdings, Inc. to the Credit Agreement or if the creation of a Lien extent that, on the date such 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▇▇▇▇▇ests are received, the Equity Interests Rights Agreement entered into as of any Subsidiary of August 30, 2001, by and among Simeus Holdings, Inc. and Denny's Holdings other than restricts the Borrower, (H) pledge o▇ ▇▇▇▇ 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”)Interests; (ii)(Ab) (i) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “"Pledged Debt”Debt Securities"); (iiic) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.013.01; (ivd) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above and the property referred to in clause (c) above; (ve) 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), (iiic) and (ivd) above; and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior Guarantees, each Grantor Parent hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, a security interest in, in all of such GrantorParent’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and listed on Schedule II I hereto, and any all other Equity Interests obtained in the future U.S. Subsidiaries acquired or created from time to time by such Grantor Parent and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% to the extent applicable law requires that any issuer of the issued and outstanding Equity Interests of any Foreign SubsidiaryPledged Stock issue directors’ qualifying shares, (B) Equity Interests of Immaterial Subsidiariessuch shares or nominee or other similar shares, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement or if the creation need not be satisfied by reason 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(g5.10(g) of the Credit Agreement, (Fiii) any Equity Interests of a U.S. Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on such Equity Interests, (iv) any Equity Interests of a U.S. Subsidiary of Parent acquired after the Closing Date if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary) provided that Parent shall use its commercially reasonable efforts to avoid any such restrictions classified in this clause (iv) and (v) any Equity Interests of a Person that is not directly or indirectly 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”)U.S. Subsidiary; (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivb) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities securities, instruments and agreements referred to in clauses clause (i) and (iia) above; (vc) subject to Section 2.063.06, all rights and privileges of such Grantor Parent with respect to the securities securities, instruments and other property agreements referred to in clauses clause (i), (ii), (iii) and (iva) above; and (vid) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vic) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and assigns, for the 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 Secured its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock and all warrants, rights or options issued thereon or with respect thereto; provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests or 100% of the non-voting Equity Interests of any “first-tier” Foreign Subsidiary or any FSHCO directly owned by such Pledgor, and (B) any of the issued and outstanding voting Equity Interests or non-voting Equity Interests of any Foreign SubsidiarySubsidiary that is not a “first-tier” Foreign Subsidiary of a Pledgor, (Bii) any Equity Interests acquired after the Closing Date of any persons other than Wholly-Owned Subsidiaries to the extent not permitted by the terms of such person’s articles or certificate of incorporation, by laws, limited liability company operating agreement, partnership agreement, joint venture or other organizational document, so long as such contractual arrangement was not entered into in contemplation of the acquisition thereof, (iii) to the extent applicable law required that a subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iv) any Margin Stock, (v) any Equity Interests of Immaterial Subsidiaries, Verso Quinnesec REP LLC (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged only 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 extent 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 Financingthe QLICI Facility), (Evi) any Equity Interests of Gulf Island Pond Oxygenation Project to the extent not permitted by the terms of such person’s articles or certificate of incorporation, by laws, limited liability company operating agreement, partnership agreement, joint venture or other organizational documents and (vii) 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 Verso Paper Finance Holdings, Inc. (prior to the consummation of the Borrower, Permitted Restructuring Transactions) (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, items (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 (Ai) through (H) of this proviso being the vii), collectively, “Excluded EquityStock”); (ii)(Ab)(i) the debt securities owned by it and obligations directly owed to it, including those listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iiic) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) 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), (iiib) and (ivc) above, whether certificated or uncertificated; and (vie) all Proceeds of proceeds of, and security entitlements in respect of, any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything to the contrary in this Agreement, the Term Loan Agreement or any other Loan Document, this Agreement shall not constitute an assignment, pledge or grant of a security interest in Excluded Assets (and Excluded Assets shall not constitute Collateral for the Obligations); provided that the Pledged Collateral shall include, as applicable, any Proceeds of Excluded Stock and any other Excluded Assets (to the extent such Proceeds do not otherwise constitute Excluded Stock or Excluded Assets and are of a type that would constitute Pledged Collateral).

Pledge. As To secure its obligations under the Guaranty above, the Guarantor hereby pledges and collaterally grants and assigns to the Indenture Trustee (the “Pledge”) a continuing security for the payment or performance, as the case may be, interest in full all of the Secured ObligationsGuarantor’s assets, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under, in each case, whether now owned or existing, or hereafter acquired or arising, in all securities, loans, investments, accounts, chattel paper, money, deposit accounts, instruments, financial assets, documents, investment property, general intangibles, letter of credit rights, and other supporting obligations (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in each case, as defined in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar eventUCC), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time receivedof any type or nature in which the Guarantor has an interest, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, relating thereto and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor proceeds with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Such Pledged Collateral shall include, but is not limited to: (a) the Pledged CollateralExisting U.S. Development Agreements and the Development Payments thereon; (b) the New U.S. Franchise Agreements and the Franchise Payments thereon; (c) all rights to enter into New U.S. Franchise Agreements and New U.S. Development Agreements; (d) all Franchise Assets acquired following the Closing Date; (e) the books and records (whether in physical, together with all rightelectronic or other form) of the Franchise Holder, title, interestincluding those books and records maintained by the Servicer on behalf of the Franchise Holder relating to the New Franchise Assets; (f) the rights, powers, privileges remedies and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit authorities of the Secured Parties, forever; subject, however, Franchise Holder under (i) each of the Transaction Documents (other than the Franchise Holder Guaranty and Collateral Agreement) to which it is a party and (ii) each of the documents relating to the termsFranchise Assets acquired following the Closing Date to which it is a party; (g) any and all other property of the Franchise Holder now or hereafter acquired other than certain de minimis excepted property; (h) the inter-company loans from the Franchise Holder to the Master Issuer and any deposit account held in the name of the Franchise Holder for purposes of maintaining a minimum net worth; and (i) all payments, covenants proceeds and conditions hereinafter set forthaccrued and future rights to payment with respect to the foregoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the Equity Interests of (i) all each Material Domestic Restricted Subsidiary and Material First Tier Foreign Subsidiary in existence on the date hereof and (x) in the case of certificated Equity Interests held by it and constituting Securities, listed on in Part A of Schedule II hereto or (y) in the case of Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and any other Equity Interests Uncertificated Partnership Interests, listed in Part B of Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by such Grantor (including the Equity Interests of each Subsidiary that becomes a Material Domestic Restricted Subsidiary or Material First Tier Foreign Subsidiary in the future) and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged EquityStock”); provided provided, however, that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material First Tier Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) Subsidiary or (ii) of to the Credit Agreement or if extent that applicable law requires that a Subsidiary issue directors’ qualifying shares, such qualifying shares, (b)(i) the creation of a Lien Material Debt Securities held by such Grantor on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would date hereof (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 all such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and Material Debt Securities listed opposite the name of such Grantor on in Part C of Schedule II), (Bii) any debt securities obtained Material Debt Securities in the future by issued to such Grantor and (Ciii) the promissory notes and any other instruments evidencing such debt securities Material Debt Securities (collectively referred to herein as the “Pledged DebtDebt Securities”); , (iiic) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; 3.01, (ivd) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; , (ve) 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), (iiic) and (ivd) above; , and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign SubsidiarySubsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of Immaterial Subsidiariesany “first tier” CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests Interest of Unrestricted Subsidiariesany Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, and (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) issued and outstanding 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 CFC Holding Company that is not a direct or indirect wholly owned “first tier” CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of the Borrowersuch Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (Giii) with respect to Holdings, the any Equity Interests of a Subsidiary to the extent that, as of the Issue Date, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect a person that is not directly or indirectly a Subsidiary, as 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”)Article 4 shall apply; (ii)(Ab) (i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vic) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD HOLD, to the extent consistent with the terms of the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance of the Note Obligations, then, solely to the extent securing the Note Obligations, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to the Note Obligations solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Collateral Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Collateral Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations; provided that the Collateral Agent shall not be required to take any such action unless the Company shall have delivered to the Collateral Agent, together with such written request, a certificate of an Officer of the Company certifying that such action is permitted by the Note Documents, and any such action taken by the Collateral Agent shall be without recourse to or warranty by the Collateral Agent. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Note Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations, to the extent otherwise required by this Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, Collateral Agent and its successors and assigns, permitted assigns for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, Collateral Agent and its successors and assigns, permitted assigns for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (BD) any issued and outstanding Equity Interests of Immaterial Subsidiaries, any Qualified CFC Holdings Company that is not a “first tier” Qualified CFC Holding Company or (CE) any Equity Interests of Unrestricted Subsidiariesin [NIM Holdings Limited, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) B▇▇▇▇ Plastics Acquisition Corporation II, B▇▇▇▇ Plastics Acquisition Corporation XIV, LLC, B▇▇▇▇ Plastics Asia Pte. Ltd., or Ociesse s.r.l.] 2 (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of the respective Sections 5.10 of the Credit Agreement or if the creation need not be satisfied by reason 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(g5.10(g) of the Credit Agreement, (Fiv) any Equity Interests of a Subsidiary to the extent that, as of the Effective Date (as defined in the Credit Agreement), and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Person Equity Interests of a person that is not directly or indirectly 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”)Subsidiary; (ii)(Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained obligations in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million (which pledge, in the case of any intercompany note evidencing debt owed by such Grantor a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, Collateral Agent and its successors and assigns, permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 2 BC to confirm.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all in the case of each Pledgor that is a Guarantor, the shares of capital stock and other Equity Interests held owned by it and it, including those listed on Schedule II and any other Equity Interests obtained in the future by such Grantor Guarantor and the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Foreign SubsidiarySubsidiary (other than ▇▇▇▇▇, (B) of which all the issued and outstanding Equity Interests of Immaterial Subsidiarieswill be pledged), (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) to the extent applicable law requires that a Subsidiary of such Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement or if the creation need not be satisfied by reason 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(g5.10(h) of the Credit Agreement, (Fiv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on such Equity Interests, (v) any Person Equity Interests of a Subsidiary of a Guarantor acquired after the Closing Date pursuant to Section 6.04(j) of the Credit Agreement if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided, that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary) or (vi) any Equity Interests of a 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”)Subsidiary; (ii)(Ab)(i) the debt securities owned by it and listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) 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), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 collateral security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior GuaranteesPledgor hereby pledges, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit transfers and grants to Pledgee a continuing first priority security interest in and lien on all of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest of Pledgor in, to and under the following property (icollectively, the “Pledged Collateral”): (a) the Securities and certificates, if, any, evidencing the Securities and any interest of Pledgor in the entries on the books of any Securities Intermediary (including Intermediary) pertaining to the Securities; (b) all Equity Interests held by it Security Entitlements with respect to the Securities and listed on Schedule II and with respect to any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests Permitted Investments (the “Pledged EquityEntitlements”); provided that ; (c) all Proceeds of the Securities and the Pledged Equity shall not include (A) more than 65% Entitlements, including, without limitation, proceeds of any indemnity, warranty or guarantee payable from time to time with respect to any of the issued Securities or the Pledged Entitlements, or payments (in any form) made or due and outstanding Equity Interests payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Securities or the Pledged Entitlements by or on behalf of any Foreign SubsidiaryGovernmental Authority, and any and all other amounts from time to time paid or payable under or in connection with any of the Securities or the Pledged Entitlements; and (Bd) Equity Interests any and all other (i) funds and Financial Assets and Proceeds thereof now or hereafter deposited in or credited to Account No. ▇▇▇▇▇▇▇▇ titled “SB FPR Holdings LLC Defeasance” at Custodian (said account and the related Securities Account, if separate, together referred to as the “Pledged Collateral Account”), including cash in the amount of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or $241.82 deposited this date by Pledgor into the Pledged Collateral Account; (ii) interest and earnings on any of the Credit Agreement Pledged Collateral including interest that accrues either before or if after 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 commencement of any Receivables Management Financing, any service agreement (bankruptcy or similar arrangement) required insolvency proceeding by or entered into in connection with such Receivables Management Financing against Pledgor 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 Successor Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to present and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06future accounts, all payments of principal or interestgeneral intangibles, dividendschattel paper, cashcontract rights, deposit accounts, instruments and other property from time documents (as defined in the UCC or in the Uniform Commercial Code as in effect in any jurisdiction whose law applies to time received, receivable such property) now or otherwise distributed in respect of, in exchange for hereafter relating or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor arising with respect to the securities Pledged Collateral Account and/or the use thereof; and other property referred to (iv) cash and non-cash Proceeds and products of the items described in clauses subclauses (i), (ii), ) and (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia)(i) all the Equity Interests held directly owned by it and (including those Equity Interests listed on Schedule II II) and (ii) any other Equity Interests obtained in the future by such Grantor and Pledgor and, in each case, the certificates representing all such Equity Interests (the foregoing clauses (i) and (ii), collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include include: (A) (1) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign SubsidiarySubsidiary that is (x) a CFC or (y) any “first tier” Qualified CFC Holding Company directly owned by a Pledgor or (2) any of the issued and outstanding Equity Interests of (x) any Foreign Subsidiary that is a CFC and that is not a “first tier” Foreign Subsidiary of a Pledgor, (y) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC or (z) any Qualified CFC Holding Company that is not a “first tier” Subsidiary of a Loan Party, (B) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, nominee shares or similar shares which are required by Law to be held by persons other than the Pledgors, such qualifying shares, nominee shares or similar shares held by Persons other than Pledgors, (C) any Equity Interests of Immaterial Subsidiariesany person (other than a Wholly-Owned Domestic Subsidiary that is directly owned by a Pledgor), (C) to the extent restricted or not permitted by the terms of such person’s organizational documents or other agreements with holders of such Equity Interests (so long as such prohibition did not arise as part of Unrestricted Subsidiaries, (D) Equity Interests the acquisition or formation of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) such person or (ii) in anticipation of the Credit Agreement or if and other than to the creation of a Lien on the Equity Interests of extent that any such Excluded Receivables Management Subsidiary is not permitted or prohibition would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation be rendered ineffective pursuant to the terms UCC or any other applicable Law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect, (D) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable Law, including any requirement to obtain consent of any Receivables Management Financing, any service agreement Governmental Authority (or similar arrangement) required by or entered into in connection with other than to the extent such Receivables Management Financing prohibition would be rendered ineffective under the UCC or any credit support other applicable Law); provided by it that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in favor of any financier of such Receivables Management Financing, effect, (E) any Equity Interests if, to the extent and for so long as the pledge of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(gsuch Equity Interests hereunder would result in (1) material adverse tax consequences (including, without limitation, as a result of the Credit Agreementoperation of Section 956 of the Code or any similar Law or regulation in any applicable jurisdiction) or (2) material adverse regulatory consequences, in each case as reasonably determined by the Borrower and with the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, margin stock, (G) with respect to Holdings, the any Equity Interests that the Borrower and the Collateral Agent shall have agreed in writing to treat as Excluded Equity Interests for purposes hereof on account of any Subsidiary the cost, difficulty, burden or consequences of Holdings other than pledging such Equity Interests hereunder being excessive in relation to the Borrower, benefit to the Secured Parties of the security to be afforded thereby, (H) any Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in captive insurance subsidiaries, special purpose entities identified in writing at any time by the Borrower to the Borrower its determination that the costs or other consequences Collateral Agent and not-for-profit subsidiaries, (including adverse tax consequencesI) of providing a pledge of its any Equity Interests is excessive in view of the benefits an Unrestricted Subsidiary (any Equity Interests excluded pursuant to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being above, the “Excluded EquityEquity Interests”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.and

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations (other than the Deposit L/C Obligations, including the Senior Guarantees), each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesParties (other than any Deposit L/C Secured Party), and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesParties (other than any Deposit L/C Secured Party), a security interest in, all of such Grantor’s right, title and interest in, to and under (ii)(x) all the Equity Interests held owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and I), (y) any other Equity Interests obtained in the future by such Grantor and the (z) any certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided that provided, however, that, notwithstanding the foregoing, the Pledged Equity Stock shall not include (A) more than 6566% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests assets of Immaterial Subsidiariesand the equity interests of (1) any Inactive Subsidiary, (2) any Special Purpose Vehicle (to the extent any HUD-guaranteed or mortgage financings of such Special Purpose Vehicle would prevent such pledge or security interests) and (3) Clipper and Bowie Center L.P., a Maryland limited partnership (to the extent any HUD-guaranteed or mortgage financings or partnership or joint venture agreement would prevent such pledge or security interests) and (C) prior to the day following the Outside Date Trigger, Equity Interests of Unrestricted Subsidiariesin the Other Sun Guarantors or Sabra and its subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(Aii)(x) the debt securities owned held by it and such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule III), (By) any debt securities obtained in the future by issued to such Grantor and (Cz) the any promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); , (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; 3.01, (iv) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; , (v) 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), (iii) and (iv) above; , and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesParties (other than any Deposit L/C Secured Party), foreveruntil the discharge of the Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth. (b) Separate from the security interest granted pursuant to paragraph (a) above, as security for the payment or performance, as the case may be, in full of the Deposit L/C Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Deposit L/C Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Deposit L/C Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under the Pledged Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Deposit L/C Secured Parties, until the discharge of the Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor of the Grantors hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (i) all Equity Interests held by it and that are listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than Excluded Assets or (B) for the avoidance of doubt, Equity Interests in excess of 65% of the issued and outstanding Equity Interests of (1) any Foreign Subsidiary, Restricted Subsidiary that is a wholly owned Material Domestic Subsidiary that is directly owned by the Parent Borrower or by any Subsidiary Guarantor and that (Bx) is treated as a disregarded entity for federal income tax purposes and (y) substantially all of the assets of which include the Equity Interests and/or Indebtedness of Immaterial Subsidiaries, one or more Foreign Subsidiaries and any other assets incidental thereto and (C2) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) any Restricted Subsidiary that is a wholly owned Material Foreign Subsidiary that is directly owned by the Parent Borrower or by any Subsidiary Guarantor; (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; ; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; ; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 each Pledgor hereby (except in the Senior Guarantees, each Grantor hereby case of Pledged ULC Shares) assigns and (in all cases) pledges to the Administrative AgentApplicable First Lien Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative AgentApplicable First Lien Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and confirms its prior grants to the Applicable First Lien Representative for the benefit of the Secured PartiesParties in existence at the time of such grants, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (which such Equity Interests constituting Pledged Stock shall be listed on Schedule II III) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged Equity Stock shall not include (Ai) to the extent such pledge is made as security for the payment or performance, as the case may be, of the Obligations of any Domestic Loan Party, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests which pledge, except in the case of Immaterial Subsidiariesa pledge of Pledged ULC Shares, (C) Equity Interests shall be duly noted on the share register, if any, of Unrestricted Subsidiariessuch Foreign Subsidiary, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement or if the creation need not be satisfied by reason 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(g5.10(g) of the Credit Agreement, (Fiii) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, (iv) any Equity Interests of any Person that is not a direct Indenture Restricted Subsidiary owned by the U.S. Borrower or indirect wholly owned any Indenture Restricted Subsidiary or (v) any Equity Interests of the Borrower, U.S. Borrower following a Qualified IPO (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrowerpledged pursuant to this clause (a), (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 EquityPledged Stock”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”b); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (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 IV, and (ii) all Equity Interests held by it and listed on Schedule II certificates and any other Equity Interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) 66% or more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, CFC; (B) any Equity Interests if, to the extent, and for so long as, the grant of Immaterial Subsidiaries, a Lien thereon to secure the Obligations is prohibited by any Requirements 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 Equity Interest at such time as such prohibition ceases to be in effect; (C) Equity Interests in any Person other than wholly owned Subsidiaries of Unrestricted Subsidiariesthe Borrower and the Subsidiaries to the extent, and for so long as, not permitted by the terms of such Subsidiary’s organizational or joint venture documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged NCR Middle East Limited so long as, and only to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) the extent that, the pledge of the Credit Agreement or if the creation of a Lien on the such 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 under the existing contract to which NCR Middle East Limited is a party on the Effective Date, default, termination, payment, purchase or repurchase obligation pursuant as disclosed to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into Administrative Agent; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, effect; (E) Equity Interests of any Restricted Subsidiary if and for so long as they are Principal Property Collateral pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Pledge Agreement, ; or (F) any Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of Interest if, to the Borrowerextent, (G) with respect to Holdingsand for so long as, 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 and the Borrower shall have agreed in writing to treat such Equity Interest as an Excluded Equity Interest on account of the cost of pledging such Equity Interest hereunder (taking into account any adverse tax consequences to the Borrower its determination that and the costs Subsidiaries (including the imposition of withholding or other consequences (including adverse tax consequencesmaterial taxes)) of providing a pledge of its Equity Interests is being excessive in view of the benefits to be obtained by the Lenders therefrom (the assets described in Equity Interests excluded pursuant to clauses (A) through (HF) of this proviso above being referred to as the “Excluded EquityEquity Interests”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iiib) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.013.01 and Section 3.02; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (i) and (iia) above; (vd) 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), (iiib) and (ivc) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the 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 Secured Obligations, including the Senior GuaranteesGuaranties, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Unrestricted Subsidiaries, (C) Equity Interests of Unrestricted Subsidiariesany Subsidiary of a Foreign Subsidiary, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management any 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 acquired pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection a Permitted Acquisition financed 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 Indebtedness incurred pursuant to secure Indebtedness permitted under Section 7.03(g) of the Credit AgreementAgreement if 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, (FE) Equity Interests of any Person that is not a direct or indirect indirect, wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (HF) 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 Lenders; (G) Equity Interests of the assets described in clauses (A) through Subsidiaries listed on Schedule IV so long as such Equity Interests are transferred to a wholly-owned Subsidiary that is not a Loan Party within 60 days of the Closing Date and (H) Equity Interests of this proviso being the “Excluded Equity”)Subsidiaries listed on Schedule V so long as such Equity Interests are dissolved or liquidated within 60 days of the Closing Date; (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 its Obligations, including the Senior Guarantees, each Grantor Pledgor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign SubsidiarySubsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of Immaterial Subsidiariesany “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of Unrestricted Subsidiariesany Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement or if the creation need not be satisfied by reason 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(g5.10(g) of the Credit Agreement, or (Fiv) any Equity Interests of any Person a person that is not directly or indirectly 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”)Subsidiary; (ii)(Ab) (i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule II, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Secured Second Lien Obligations, including the Senior Guarantees, and subject to the terms of the Intercreditor Agreement, each Grantor hereby assigns and pledges to the Administrative Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, and hereby grants to the Administrative Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II and II, any other Equity Interests obtained in the future by such Grantor and and, subject to Section 3.03(i), the certificates certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Unrestricted Subsidiaries, (C) Equity Interests of Unrestricted Subsidiariesany Subsidiary of a Foreign Subsidiary, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management any 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 acquired pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection a Permitted Acquisition financed 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 Indebtedness incurred pursuant to secure Indebtedness permitted under Section 7.03(g) of the Credit AgreementAgreement if 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, (FE) Equity Interests of any Person that is not a direct or indirect indirect, wholly owned Material Subsidiary of the Borrower, Company and (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (HF) Equity Interests of any Subsidiary with respect to which the Administrative First Lien Agent has confirmed and the Company determine in writing to the Borrower its determination their reasonable judgments 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 Second Lien Secured Parties; (the assets described in clauses ii) (A) through (H) of this proviso being subject to Section 3.03(i), the “Excluded Equity”); (ii)(A) the debt securities promissory notes and instruments evidencing indebtedness owned by it and listed opposite the name of such Grantor on Schedule II, and (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing indebtedness obtained in the future by such debt securities Grantor (the promissory notes and instruments referred to in clauses (A) and (B) of this clause (ii) are collectively referred to as the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Second Lien Agent pursuant to the terms of this Section 2.01Agreement; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). (b) In addition, the Collateral will not include Equity Interests or other securities of any direct or indirect Subsidiary of the Grantors to the extent necessary for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) to file separate financial statements with the SEC (or any other governmental agency). In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s Equity Interests and other securities secure the Notes and Permitted Additional Pari Passu Obligations, then the Equity Interests and other securities of such Subsidiary shall automatically be deemed not to be part of the Collateral (to the extent necessary to not be subject to such requirement). In such event, the Second Lien Documents may be amended or modified, without the consent of any Holder or a holder of Permitted Additional Pari Passu Obligations, to the extent necessary to release the security interests in the Equity Interests and other securities that are so deemed to no longer constitute part of the Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, forever; , subject, however, to the terms of the Intercreditor Agreement and the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor of the Grantors hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (i) all Equity Interests held by it and that are listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than Excluded Assets, (B) for the avoidance of doubt, Equity Interests in excess of 65% of the issued and outstanding Equity Interests of (1) any Foreign Subsidiary, Restricted Subsidiary that is a wholly owned Material Domestic Subsidiary that is directly owned by the Issuer or by any Subsidiary Guarantor and that (Bx) is treated as a disregarded entity for federal income tax purposes and (y) substantially all of the assets of which consist of the Equity Interests and/or Indebtedness of Immaterial Subsidiaries, one or more CFCs and any other assets incidental thereto and (2) any Restricted Subsidiary that is a wholly owned Material Foreign Subsidiary that is directly owned by the Issuer or by any Subsidiary Guarantor or (C) Equity Interests of Unrestricted in Excluded Pledged Subsidiaries and Subsidiaries that are not Material Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or ; (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; ; (viv) 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 (iv) above; and and (viv) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). (b) Notwithstanding the foregoing, (i) the Capital Stock and other securities of the Issuer or any Subsidiary of the Issuer that are owned by the Issuer or any Guarantor shall constitute Collateral only to the extent that such Capital Stock and other securities can secure the Senior Secured Notes and Pari Passu Lien Indebtedness without Rule 3 16 (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency)(the “Rule 3-16 Exception”); (ii) in the event that Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of the Issuer (if at such time the Issuer satisfies the requirements of Section 4.03 of the Indenture by furnishing information relating to Holdings (or any parent entity of Holdings)), or of any Subsidiary of the Issuer, due to the fact that the Issuer’s or such Subsidiary’s Capital Stock and other securities secure the Notes and/or Pari Passu Lien Indebtedness, then the Capital Stock and other securities of the Issuer or of such Subsidiary shall automatically be deemed not to be part of the Collateral (but only to the extent necessary to not be subject to such requirement) and in such event, the Collateral Documents may be amended or modified, without the consent of any Holder or a holder of Pari Passu Lien Indebtedness, to the extent necessary to release the security interests in the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Collateral; and (iii) in the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) the Issuer’s or such Subsidiary’s Capital Stock and other securities to secure the Notes and/or Pari Passu Lien Indebtedness in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of the Issuer or such Subsidiary, then the Capital Stock and other securities of the Issuer or of such Subsidiary shall automatically be deemed to be a part of the Collateral (but only to the extent permitted without becoming subject to any such financial statement requirements). In such event, the Collateral Documents may be amended or modified, without the consent of any Holder or holders of Pari Passu Lien Indebtedness, to the extent necessary to subject to the Liens under the Collateral Documents such additional Capital Stock and other securities. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, Collateral Agent and its permitted successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, Collateral Agent and its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest: (a) (i) all the shares of capital stock and other Equity Interests held owned by it and such Grantor in the Borrower, any Subsidiary or other Person, including those listed opposite the name of such Grantor on Schedule II and I hereto, (ii) any other Equity Interests obtained in the future by such Grantor in the Borrower, any Subsidiary or other Person and (iii) the certificates or other instruments representing all such capital stock and other Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets; (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(Ai) the promissory notes and debt securities owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (Bii) any promissory notes or other debt securities obtained in the future issued to or otherwise acquired by such Grantor and (Ciii) the promissory notes and any other instruments evidencing all such promissory notes and debt securities securities, in the case of each of subclauses (i), (ii) and (iii) of this clause (b) (collectively, the “Pledged DebtDebt Securities”); provided that, such Pledged Debt Securities shall not include any Excluded Assets; (iiic) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; 2.01 and Section 2.02; (ivd) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; , unless such instrument or property constitutes an Excluded Asset; (ve) 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), (iiic) and (ivd) above; and and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Notwithstanding the Pledged Collateralforegoing, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto in no event shall the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, pledge hereunder attach to the terms, covenants and conditions hereinafter set forthany Excluded Assets.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a legal, valid and enforceable continuing security interest in, all of such Grantor’s right, title and interest in, to and under under, whether now owned or hereafter acquired or arising: (i) all Equity Interests held by it and listed opposite the name of such Grantor on Schedule II and any II, all other Equity Interests held by or obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (ii) (A) more than 65% the debt securities, promissory notes and other instruments evidencing Indebtedness owned by it and listed opposite the name of the issued such Grantor on Schedule II and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Immaterial Subsidiariesall debt securities, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would promissory notes (including upon foreclosure thereofIntercompany Notes) 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 and all other instruments evidencing Indebtedness held by or entered into obtained in connection with the future by 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 Grantor (the assets described debt securities, promissory notes and instruments referred to in clauses (A) through and (HB) of this proviso being clause (ii) are collectively referred to as the “Excluded EquityPledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets; (ii)(Aiii) the debt securities owned all Residual Interests held by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities all other Residual Interests held by or obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing certificates or instruments, if any, representing all such debt securities Residual Interests (the “Pledged DebtResidual Interests”); provided that the Pledged Residual Interests shall not include Excluded Assets; (iiiiv) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; Agreement; (ivv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities or other property referred to in clauses (i), (ii), (iii) and (iiiv) above; ; (vvi) 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), (iv) and (ivv) above; and and (vivii) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vivii) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative 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 Senior Guaranteeseach Guaranty, each Grantor hereby assigns and pledges to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests of OSI and of each other Domestic Subsidiary directly owned by such Grantor held by it and listed on Schedule II and any other Equity Interests obtained of Domestic Subsidiaries directly owned in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign SubsidiaryEmployment Participation Subsidiary (except to the extent a perfected security interest in such Subsidiary can be obtained by filing of a UCC-1 financing statement), (B) Equity Interests of Immaterial SubsidiariesForeign Subsidiary Holding Companies, (C) Equity Interests of Unrestricted Subsidiariesany Subsidiary of a Foreign Subsidiary, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management FinancingMargin Stock, (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) specifically identified Equity Interests of any Subsidiary with respect to which (i) the Administrative Agent has confirmed in writing to the Borrower Company 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 practical benefits to be obtained by the Lenders or (ii) the assets described Borrowers in consultation with the Administrative Agent have reasonably determined that the creation or perfection of pledges of, or security interests in, such Equity Interests would result in material adverse tax consequences to any Borrower or any of its Subsidiaries, (F) Equity Interests of any non-Wholly Owned Subsidiary if (but only to the extent that, and for so long as) (i) the Organization Documents or other agreements with respect to the Equity Interests of such non-Wholly Owned Subsidiary with other equity holders (other than any such agreement where all of the equity holders party thereto are Grantors or Subsidiaries thereof) do not permit or restrict the pledge of such Equity Interests, or (ii) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Grantors or such Subsidiary (other than the loss of such Equity Interests as a result of any such exercise of remedies), (G) any Equity Interest if (but only to the extent that, and for so long as) the pledge of such Equity Interest hereunder (i) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Laws or (ii) would violate the terms of any written agreement, license, lease or similar arrangement with respect to such Equity Interest or would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right (in favor of a Person other than any Borrower or any Subsidiary) pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (x) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt and (y) only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 7.09 of the Credit Agreement, (H) Equity Interests of each Subsidiary set forth in Schedule 1.01A of the Credit Agreement, (I) Equity Interests of Liquor License Subsidiaries and (J) any other Equity Interests that constitute Excluded Assets (any Equity Interests excluded pursuant to clauses (A) through (HJ) of this proviso being above, the “Excluded EquityEquity Interests”; provided, however, that Excluded Equity Interests shall not include any Proceeds, substitutions or replacements of any Excluded Equity Interests referred to in the foregoing clauses (A) through (J) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (J))); (ii)(Aii) the debt securities (A) promissory notes and instruments evidencing indebtedness owned by it a Grantor and listed opposite the name of such Grantor on Schedule II, and (B) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.