Common use of Pledge Clause in Contracts

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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. (a) The following liens are hereby granted: (i) As collateral security for the payment and performance, as the case may be, in full of all the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over pledges and delivers unto grants to the Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of Pledgor's the right, title and interest of such Pledgor in, to and under (a) all the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary and other Equity Interests obtained in the future by such Pledgor and not deposited into a Securities Account pursuant to the certificates Security Agreement and the certificates, if any, representing all such shares or interests (collectively, the "“Pledged Stock"”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign first tier Non-U.S. Subsidiary, (ii) any stock the issued and outstanding shares of any Immaterial second tier Non-U.S. Subsidiary and or (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' ’ qualifying shares, such qualifying shares; (b) (i) the all debt securities owned by it listed opposite the name of the Pledgor on Schedule II hereto, (ii) any all debt securities in the future issued to the Pledgor and not deposited into a Securities Account (as defined in the Security Agreement) pursuant to the Security Agreement and (iii) the all promissory notes and any other instruments evidencing such debt securities (collectively, the "“Pledged Debt Securities"” and together with the Pledged Stock, the “Pledged Securities”); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (ed) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds of any and all of the foregoing (all the items referred to in clauses foregoing, collectively, the “Securities Collateral”). (ab) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities certificated Pledged Securities now or hereafter included in the Securities Collateral (the "Pledged Securities") shall be accompanied by stock or bond powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Securities Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supersede supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Securities Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, including obligations under the Guarantee Agreement, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over collaterally assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to Collateral 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 benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) the shares of capital stock all Equity Interests owned or otherwise held by it and in each of its Subsidiaries listed on Schedule II hereto I and any shares of capital stock of other Equity Interests in any Subsidiary of the Borrower obtained in after the future date of this Agreement by Pledgor such Grantor and the certificates representing all such shares Equity Interests (collectively, the "“Pledged Stock"Equity”); provided that the Pledged Stock Equity shall not include (iA) Equity Interests in any Subsidiary that is directly or indirectly owned by a CFC, (B) more than 65% of the issued and outstanding shares Voting Interests of stock of any Foreign Subsidiaryeach Subsidiary that is a CFC, (iiC) Equity Interests in any stock of any Immaterial Subsidiary and Person (iiiother than Wholly Owned Subsidiaries) to the extent that applicable law requires that a not permitted to be pledged by the terms of such Person’s organizational or joint venture documents and (D) Equity Interests of any Domestic Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shareswhose only asset is the Equity Interests in Foreign Subsidiaries; (b) ii) (iA) the all debt securities owned by it and listed opposite the name of Pledgor such Grantor on Schedule II heretoI, (iiB) any debt securities in obtained after the future issued to Pledgor date of this Agreement by such Grantor and (iiiC) 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”); provided that the Pledged Debt Securities")shall exclude intercompany Indebtedness owed by any Subsidiary that is a CFC or is directly or indirectly owned by a CFC solely to the extent a pledge thereof could reasonably be expected to result in material adverse tax consequences; (ciii) all other property that may be is delivered to and held by the Administrative Agent in accordance with the Collateral Agent pursuant to the terms hereofand Guarantee Requirement; (div) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 5, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (ai), (b), (cii) and (diii) above; and (fvi) all proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to ; provided that the Pledged Collateral Agent, shall exclude (aA) any stock certificates, notes assets the pledge of which is prohibited by law or by agreements containing anti-assignment clauses not overridden by the Uniform Commercial Code or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request applicable Law and (bB) all other any intellectual property comprising part of and related assets subject to the Collateral Intellectual Property Security Agreement (it being understood and agreed that such intellectual property and related assets shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so deliveredotherwise constitute Collateral). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral 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. The grant of a security interest in the Pledged Collateral by each Grantor under this Agreement secures the payment of all Obligations of such Grantor now or hereafter existing under, or in respect of, the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and that would be owed by such Grantor to any Secured Party under the Loan Documents but for the fact that such Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.

Pledge. As security for the payment and or performance, as the case may be, in full of the its Secured Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to Collateral 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 benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under the following: (ai) the shares of capital stock Capital Stock directly owned by it and such Grantor on the date hereof (including those listed opposite the name of such Grantor on Schedule II hereto and II), (ii) any shares of capital stock of any Subsidiary other Capital Stock obtained in the future by Pledgor such Grantor and (iii) the certificates representing all such shares Capital Stock (collectively, the "“Pledged Stock"”); provided that with respect to any Domestic Secured Obligations, the Pledged Stock shall not include (iA) more than 6566% of the issued and outstanding shares of stock voting Capital Stock of any Foreign Subsidiary that is a First-Tier Subsidiary, (iiB) more than 66% of the issued and outstanding voting Capital Stock of any Qualified CFC Holding Company that is a First Tier Subsidiary, (C) any stock issued and outstanding Capital Stock of any Immaterial Foreign Subsidiary that is not a First Tier Subsidiary, or (D) any issued and outstanding Capital Stock of any Qualified CFC Holding Company that is not a First Tier Subsidiary; provided further, that it is the intent of this Agreement that not more than 66% of the issued and outstanding voting Capital Stock of the Additional Borrower directly or indirectly owned by the Company shall be pledged hereunder with respect to any Domestic Secured Obligations, and to give effect to such intent, 100% of the limited partnership interests issued by the Additional Borrower that are owned by the Company shall be pledged hereunder and none of the voting Capital Stock of ▇▇▇▇▇▇ KG Holding, LLC that is owned by the Company (iiiand, for the avoidance of doubt, none of the general partner interests issued by the Additional Borrower) shall be pledged hereunder, in each case to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying sharessecure Domestic Secured Obligations, such qualifying shares; (b) (ib)(i) the debt securities and inter-company loans or advances owned by such Grantor (including those listed opposite the name of Pledgor such Grantor on Schedule II heretoII), (ii) any debt securities or inter-company loans or advances in the future issued held by or owed to Pledgor such Grantor and (iii) the all promissory notes and any other instruments evidencing any such debt securities or inter-company loans or advances (collectively, the "“Pledged Debt Securities"”); (c) subject to the provisos in clause (a) above, all other property that may be delivered to and held by Collateral the Administrative Agent pursuant to the terms hereofof this Section 3.01; (d) subject to Section 53.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities or instruments referred to in clauses (a) and (b) above; (e) subject to Section 53.07, all rights and privileges of Pledgor such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds Proceeds of any and all of the foregoing (the items referred to in the foregoing clauses (a) through (f) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery Notwithstanding anything to Collateral Agentthe contrary, (a) any stock certificatesno pledge or security interest is created hereby, notes or other securities now or hereafter included in and the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent Collateral, Pledged Stock and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Debt Securities shall not include, any property that would be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit excluded pursuant to Section 4.01(d) of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forththis Agreement.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor Loan Party hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over collaterally assigns and delivers unto Collateral pledges to Agent, its successors and assignsfor the benefit of Secured Parties, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in in, all of Pledgor's such Loan Party’s right, title and interest in, to and under (ai) the shares of capital stock owned all Equity Interests held by it and (including those Equity Interests listed on Schedule II hereto 7.1.1(a)) and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Loan Party and the certificates representing all such shares Equity Interests (the "“Pledged Stock"Equity”); provided provided, that the Pledged Stock Equity shall not include (iA) more than 65% of Margin Stock, (B) Equity Interests in a bona fide joint venture formed after the issued and outstanding shares of stock Amendment No. 5 Effective Date with any Person that is not an Affiliate of any Foreign SubsidiaryLoan Party, (ii) any stock of any Immaterial Subsidiary other than Proceeds thereof, and (iii) only to the extent that the creation of a security interest in such Equity Interests is prohibited or restricted by the Organization Documents of such entity or Subsidiary or by any contractual restriction contained in any agreement with third party holders (which holders are not Affiliates of the Borrowers) of other Equity Interests in such entity or Subsidiary (except to the extent any such prohibition or restriction is unenforceable under the UCC or other applicable law requires that a Subsidiary Law and the consent of Pledgor issue directors' qualifying shares, such qualifying sharesthird party holders (which holders are not Affiliates of the Borrowers) has not been obtained) or (C) Equity Interests of (or held as assets by) Immaterial Subsidiaries or captive insurance Subsidiaries; (b) (iii)(A) the debt securities Promissory Notes and any Instruments evidencing indebtedness owned by it listed opposite the name of Pledgor such Loan Party on Schedule II hereto, 7.1.1(a) and (iiB) any debt securities Promissory Notes and Instruments evidencing indebtedness obtained in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing by such debt securities DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Loan Party (the "“Pledged Debt Securities"Debt”); (ciii) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereofof this Section 7.1; (div) subject to Section 58.5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 58.5, all rights and privileges of Pledgor such Loan Party with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all proceeds of Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral AgentNotwithstanding the foregoing, if after the date hereof any Loan Party shall acquire any Equity Interest or Promissory Note (1) in which a pledge (or other security interest) is prohibited or restricted by applicable law or requires the consent of any governmental authority or third party, (a2) any stock certificatesto the extent a pledge of such Equity Interests or Promissory Note could result in adverse tax consequences as reasonably determined by Parent in consultation with Agent and as to which Parent shall have confirmed such determination by written notice to Agent or is otherwise listed on Schedule 7.1.1(a) on the Closing Date; provided, notes or other securities now or hereafter such asset is not specifically included in the Collateral or (3) in circumstances where the "Pledged Securities") shall be accompanied by stock powers duly executed in blank cost of obtaining a pledge of such Equity Interests or other instruments of transfer satisfactory Promissory Note exceeds the practical benefit to Lenders afforded thereby as reasonably determined between Parent and the Collateral Agent and as to which Agent shall have confirmed such determination by written notice to Administrative Borrower or is otherwise listed on Schedule 7.1.1(a) on the Closing Date then such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of Equity Interest or Promissory Note shall not be included in the Collateral Pledged Collateral. In addition, notwithstanding the foregoing or anything else to the contrary in this Agreement or in any Loan Document, in no event shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of any Excluded Property constitute Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so deliveredCollateral. 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 applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to Collateral 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 benefit of the Secured Parties, a continuing security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II hereto and any shares of capital stock of any Subsidiary hereto, (ii)any other Equity Interests obtained in the future by Pledgor such Grantor and (iii) the certificates or other instruments representing all such shares Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; (collectively, the "“Pledged Stock"Equity Interests”); provided that the Pledged Stock Equity Interests shall not include (i1) more Equity Interests of any Person (other than the Borrower or a Wholly Owned Restricted Subsidiary), to the extent not permitted by the terms of such Person’s organizational or joint venture documents, (2) voting Equity Interests constituting an amount greater than 65% of the issued and outstanding shares of stock voting Equity Interests of any Foreign Subsidiary, (ii3) any stock Equity Interest with respect to which Borrower, with the written consent of the Administrative Agent (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 (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (other than on account of any Immaterial Subsidiary 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 reasonably determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries, (iii4) 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 law requires Requirements of Law); provided that a Subsidiary such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect and (5) 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 Pledgor issue directors' qualifying sharesthe cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings, such qualifying sharesany Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (1) through (5) above being referred to as the “Excluded Equity Interests”); (b) (ib)(i) the debt securities owned by such Grantor, including those listed opposite the name of Pledgor such Grantor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the "“Pledged Debt Securities"”); (c) all other property that may be delivered to and held by Collateral the Administrative Agent pursuant to the terms hereofof this Section 2.01 and Section 2.02; (d) subject to Section 52.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (e) subject to Section 52.05, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (f) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 Each Pledgor pledges to the Administrative Agent for the payment and performance, as the case may be, in full benefit of the Obligations, Secured Parties and each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of Pledgor's rightthe following (collectively, title and interest in, to and under the “Pledged Collateral”): (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained The Equity Interests described in the future by Pledgor Exhibit A hereto, and the certificates representing such Equity Interests, all such shares (options and warrants for the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% purchase of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite Equity Interests held in the name of such Pledgor on Schedule II hereto(all of said Equity Interests, (ii) any debt securities options and warrants, and all Equity Interests held in the future issued name of such Pledgor as a result of the exercise of such options or warrants, being hereinafter collectively referred to Pledgor as the “Pledged Interests”), herewith delivered to the Administrative Agent accompanied by powers (with respect to all certificated Pledged Interests) in the form of Exhibit B hereto and (iii) the promissory notes and any other instruments evidencing such debt securities made a part hereof (the "Pledged Debt Securities"); (c“Powers”) duly executed in blank, and all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5dividends, all payments of principal or interest, dividendsdistribution, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) All right, title and interest of any Pledgor as a member of any limited liability company (“LLC”) or a partner in any limited partnership (“LP”) and all right, title and interest of any Pledgor in, to and under an LLC or LP operating or partnership agreement to which it is a party, each described in Exhibit A hereto (the “Pledged LLC/LP Interests”); (c) All additional Equity Interests related to the Pledged Interests and from time to time acquired by such Pledgor in any manner (any such additional Equity Interests shall constitute part of the Pledged Interests and the Administrative Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), and all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion all of such shares; (d) The indebtedness of each issuer of the securities Pledged LLC/LP Interests to such Pledgor referred to in clauses Exhibit C attached hereto (athe “Pledged Debt”) and the instruments evidencing such Pledged Debt (b) above; if any), duly endorsed and in transferable form, all payments of principal thereof and interest thereon, due and to become due thereunder, and all books and records applicable thereto; (e) subject to Intentionally Deleted; (f) The property and interests in property described in Section 5, all rights and privileges of Pledgor 4 below with respect to the securities and other property referred to in clauses such Pledgor; and (a), (b), (cg) and (d) above; and (f) all All proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 forthforegoing.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral pledges to the Administrative Agent, its successors and assignsfor the ratable benefit of the Secured Parties, and hereby grants to Collateral the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock Equity Interests owned by it and (which shall be listed on Schedule II hereto II) and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Guarantor and the any certificates representing all such shares Equity Interests (the "“Pledged Stock"”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor and (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor such Guarantor issue directors' ’ qualifying shares, such qualifying 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 need not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iv) 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, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b) (ib)(i) the debt securities obligations listed opposite the name of such Pledgor on Schedule II heretoII, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3 million, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the "“Pledged Debt Securities"”); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 53.05 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 of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 53.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral 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 and or performance, as the case may beapplicable, in full of the Second-Lien Notes Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral Agent, its successors and assigns, and Grantor hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (a) the shares Equity Interests of capital stock any Person owned by it on the date hereof or at any time thereafter acquired by it, and listed on Schedule II hereto in all certificates at any time representing any such Equity Interests, and any shares of capital other shares, stock certificates, options or rights of any Subsidiary obtained nature whatsoever in respect of the future by Pledgor and Equity Interests of any Person that may be issued or granted to, or held by, such Grantor while this Agreement is in effect (collectively, the certificates representing all such shares (the "“Pledged Stock"”); provided that the Pledged Stock granted as security for the payment or performance, as applicable, in full of the Second-Lien Notes Obligations of the Company and its Subsidiaries shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excess Exempted Foreign SubsidiaryEntity Equity Interests, (ii) any stock the Equity Interests of any Immaterial Subsidiary and ▇▇▇ ▇▇▇▇▇▇ Homes, LLC so long as ▇▇▇ ▇▇▇▇▇▇ Homes, LLC constitutes an Inactive Subsidiary, (iii) all Equity Interests in Persons that are not Wholly-Owned Subsidiaries of the Company or any of its Subsidiaries, but only to the extent that applicable law requires that such Person is, or its equity holders are, contractually prohibited from pledging such Equity Interests, provided that, the Company or any of its Subsidiaries does not encourage the creation of any contractual prohibitions and (iv) all Equity Interests in Persons created after the date hereof, but only to the extent such Person is, or its equity holders are, legally (including pursuant to regulations of a Subsidiary of Pledgor issue directors' qualifying shares, Governmental Authority) prohibited from pledging such qualifying sharesEquity Interests; (b) (i) the all debt securities listed opposite and promissory notes held by, or owed to, such Grantor (whether the name respective issuer or obligor is the Company, any of Pledgor its Subsidiaries or any other Person) on Schedule II heretothe Closing Date or at any time thereafter, (ii) any debt securities in the future issued to Pledgor and (iii) the all securities, promissory notes and any other instruments evidencing such the debt securities or promissory notes described above (collectively, the "“Pledged Debt”); provided that the Pledged Debt Securities"granted as security for the payment or performance, as applicable, in full of the Second-Lien Notes Obligations of the Company and its Subsidiaries shall not include that certain promissory note listed as item 11 on Schedule 10.04 of the Credit Agreement (as defined in the Intercreditor Agreement); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereofof this Section 3.01; (d) subject to Section 53.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (e) subject to Section 53.05, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above and this clause (f) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Obligations (other than the Deposit L/C Obligations), each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the 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 Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties (other than any Deposit L/C Secured Party), a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (ai)(x) the shares of capital stock Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II hereto and I), (y) any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Grantor and the (z) any certificates representing such Equity Interests (all such shares (the "foregoing collectively referred to herein as the “Pledged Stock"”); provided that provided, however, that, notwithstanding the foregoing, the Pledged Stock shall not include (iA) more than 6566% of the issued and outstanding shares of stock voting Equity Interests of any Foreign Subsidiary, (iiB) assets of and the equity interests of (1) any stock of Inactive Subsidiary, (2) any Immaterial Subsidiary and Special Purpose Vehicle (iii) to the extent that applicable law requires that 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 Subsidiary of Pledgor issue directors' qualifying sharesMaryland 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, such qualifying shares; Equity Interests in the Other Sun Guarantors or Sabra and its subsidiaries, (b) (iii)(x) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of Pledgor such Grantor on Schedule II heretoI), (iiy) any debt securities in the future issued to Pledgor such Grantor and (iiiz) the any promissory notes and any other instruments evidencing such debt securities (all the "foregoing collectively referred to herein as the “Pledged Debt Securities"”); , (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; of this Section 3.01, (div) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; , (ev) subject to Section 53.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; , and (fvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured 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 and or performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over (except in the case of Pledged ULC Shares) assigns and delivers unto (in all cases) pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock Equity Interests directly owned by it and (which such Equity Interests constituting Pledged Stock shall be listed on Schedule II hereto II) and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by such Pledgor and the any certificates representing all such shares (the "Pledged Stock")Equity Interests; provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Foreign Subsidiary, which pledge, except in the case of a pledge of Pledged ULC Shares, shall be duly noted on the share register, if any, of such Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and Equity Interests not required to be pledged as security for Senior Lender Claims, (iii) any Equity Interests of a Subsidiary to the extent that, as of the date hereof, 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 (iv) any Equity Interests of any Indenture Restricted Subsidiary owned by the Parent or any Indenture Restricted Subsidiary (the Equity Interests pledged pursuant to this clause (a), the “Pledged Stock”) provided, further, that, other than with respect to the Hexion Canada Entities, (x) shares of capital stock and other Equity Interests will constitute Pledged Stock only to the extent that applicable law requires that a such capital stock and other Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary of Pledgor issue directors' qualifying shares, such qualifying sharesto be filed with the SEC (or any other governmental agency); (b)y) in the event that either Rule 3-10 or 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 any Subsidiary due to the fact that such Subsidiary’s capital stock or other Equity Interests constitute Pledged Stock, then such capital stock or other Equity Interests shall automatically be deemed not to be Pledged Stock, but only to the extent necessary to not be subject to such requirement; and (z) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such capital stock or (i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of Pledgor on Schedule II heretoII), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities; provided that the Pledged Debt Securities shall not include debt securities (A) issued by any Indenture Restricted Subsidiary to Parent or any Indenture Restricted Subsidiary or (B) issued by any Foreign Subsidiary to Parent or a Domestic Subsidiary, in the "case of this clause (B), for so long as the pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Existing Notes Documents or Indenture Documents or (C) that are not required to be pledged as security for Senior Lender Claims (the debt securities pledged pursuant to this clause (b), the “Pledged Debt Securities"”); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 53.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the Guaranteed Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto assigns to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (the "EXISTING AGREEMENT SECURED PARTIES") and the Secured Parties (as defined in the New Credit Agreement) under the New Credit Agreement (the "NEW AGREEMENT SECURED PARTIES", and together with the Existing Agreement Secured Parties, the "SECURED PARTIES"), and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Pledgor's right, title and interest in, to and under (a) the all shares of capital stock stock, membership interests and other Equity Interests owned by it it, including such Equity Interests of the Borrower and each Subsidiary, all of which are listed opposite the name of such Pledgor on Schedule II hereto and any shares of capital stock of any Subsidiary stock, membership interests and other Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares shares, membership interests or other Equity Interests (the "Pledged StockPLEDGED INTERESTS"); provided PROVIDED that the Pledged Stock Interests shall not include (i) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Foreign Subsidiary, Subsidiary or (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the all debt securities owned by such Pledgor, including any intercompany advances and indebtedness, all of which are listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "PLEDGED DEBT SECURITIES", and together with the Pledged Debt SecuritiesInterests, the "PLEDGED SECURITIES"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to herein as the "CollateralPLEDGED COLLATERAL"). Upon delivery to the Collateral Agent, (a) any debt or equity, any promissory notes, stock certificates, notes certificates or other securities now or hereafter included in the Collateral (the "Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Securities") , shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof; PROVIDED that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supersede any prior schedules so delivered. Notwithstanding the foregoing, (a) any debt securities consisting of Permitted Investments (as defined in each Credit Agreement) (other than intercompany indebtedness) under the Existing Credit Agreement and the New Credit Agreement held on behalf of any Pledgor by a financial intermediary which has entered into a control agreement in favor of the Collateral Agent and in accordance with the provisions of the Security Agreements and (b) any intercompany Indebtedness consisting of Accounts (as defined in the Security Agreement) incurred pursuant to the Intercompany Loan Agreement (as defined in each Credit Agreement), in each case need not be pledged hereunder so long as the Collateral Agent has a perfected security interest therein (with the priority contemplated by the Security Agreement) pursuant to the Security Agreement and such control agreement, if applicable. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subjectSUBJECT, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the Second Priority Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over pledges and delivers unto grants to the Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Second Priority Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests”) owned by such Pledgor (other than Excluded Equity Interests) (which, if certificated, are listed on Schedule I hereto) and any Subsidiary Equity Interests obtained in the future by such Pledgor (other than Excluded Equity Interests) and the certificates (if any) representing all such shares Equity Interests (collectively, the "“Pledged Stock"Equity Interests”); provided that the Pledged Stock shall not include (i) more than Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be limited, in the aggregate, to the pledge of 65% of the issued and outstanding shares common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock or unit certificate, as applicable, representing in excess of any Foreign Subsidiary, such percentage ownership and (ii) any stock interests of any Immaterial Subsidiary of the Pledgors in the joint ventures set forth on Schedule V attached to the Security Agreement and (iii) any subsequent joint ventures in which the Pledgors invest shall be excluded from the definition of Pledged Equity Interests to the extent that applicable law requires or the organizational documents with respect to any 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 a Subsidiary 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 Pledgor issue directors' qualifying sharesany third party and in accordance with applicable law, such qualifying sharesinterest in such joint venture shall be included in the definition of Pledged Equity Interests (subject to clause (i) above) and the applicable Pledgor shall cause the related certificates, if any, for such joint venture to be delivered to the Collateral Agent within ninety (90) days from the Closing Date (or such longer period as the Collateral Agent may agree); (b) (i) the debt securities Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 owed to it which are listed opposite the name of such Pledgor on Schedule II I hereto, (ii) any debt securities Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 arising in the future issued and owing to Pledgor such Pledgor; and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities")Indebtedness; (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 57 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 the securities or Indebtedness referred to in clauses (a) and (b) above; (ed) subject to Section 57 hereof, all rights and privileges of such Pledgor with respect to the securities securities, Indebtedness and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral AgentWithout limiting the foregoing, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral Agent is hereby authorized to file one or more financing statements (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by including a schedule financing statement describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the 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 Collateral Agent, its successors and assigns, “all assets (other than Excluded Property)” of the debtor or words of similar effect or with greater detail) or continuation statements for the ratable 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 Subject to the last paragraph of Section 3.01(a), as security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over (except in the case of ULC Interests) assigns and delivers unto pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under under: (a) the shares of capital stock Equity Interests directly owned by it and (which such Equity Interests constituting Pledged Stock shall be listed on Schedule II hereto III) and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by such Pledgor and the any certificates representing all such shares Equity Interests (the "“Pledged Stock"”); provided that the Pledged Stock shall not include (ii)(A) more than 65% of the issued and outstanding shares voting Equity Interests of stock 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 Interests of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, or (D) any issued and outstanding Equity Interests of any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary subsidiary of such Pledgor issue directors' ’ qualifying shares, such qualifying shares or nominee or other similar shares; , (iii) if any Designated Credit Agreement is outstanding, any Equity Interests not pledged as security for the Obligations under such Designated Credit Agreement, (iv) any Equity Interests in a person acquired after the Issue Date in accordance with the Indenture if, and to the extent that, (A) with respect to contractual obligations, such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the persons holding the remainder of such Equity Interests are not Affiliates, (B) granting a security interest in such Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to contractual obligations, such obligation existed at the time of the acquisition of such Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such person, (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary of Holdings, (vi) any Designated Securities or (vii) any Equity Interests, whether now owned or hereafter acquired, that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement; (b) ) (i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of Pledgor on Schedule II heretoIII), (ii) any debt securities obligations in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the "“Pledged Debt Securities"” and, together with the property described in clauses (b)(i) and (ii) above, the “Pledged Debt”); provided that the Pledged Debt shall exclude (1) the Japanese Intercompany Notes, (2) if any Designated Credit Agreement is outstanding, any debt obligations or instruments not pledged as security for the Obligations under such Designated Credit Agreement, (3) any Designated Securities and (4) any debt obligations or securities that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement; (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 52.05, 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 the securities referred to in clauses Pledged Stock and the Pledged Debt; (a) and (b) above; (ed) subject to Section 52.05, all rights and privileges of such Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b), clause (c) and (d) above; and and (fe) all proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in clauses (ac) through (fe) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (a) the shares Equity Interests of capital stock owned by it (i) 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 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 shares Uncertificated Partnership Interests, listed in Part B of capital stock of any Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by Pledgor 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 shares Equity Interests (collectively referred to herein as the "“Pledged Stock"”); provided provided, however, that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Material First Tier Foreign Subsidiary, Subsidiary or (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' ’ qualifying shares, such qualifying shares; , (b) (ib)(i) the debt securities Material Debt Securities held by such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of Pledgor on such Grantor in Part C of Schedule II heretoII), (ii) any debt securities Material Debt Securities in the future issued to Pledgor such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities Material Debt Securities (collectively referred to herein as the "“Pledged Debt Securities"”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; of this Section 3.01, (d) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (e) subject to Section 53.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over pledges and delivers unto grants to the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's right, title and interest in, to and under (a) the shares of capital stock stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the "Equity Interests") owned by it and which are listed on Schedule II hereto and any shares of capital stock of any Subsidiary Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares Equity Interests (the "Pledged StockInterests"); provided that (i) the Pledged Stock Interests shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Subsidiary, (ii) the Pledged Interests shall not include any stock Equity Interests in any Foreign Joint Venture Company to the extent that such a Pledge is prohibited by the constitutive documents of any Immaterial Subsidiary and such Foreign Joint Venture Company or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities owned by it which are listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that has been or may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Interests, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") has been or shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral have been or shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, in accordance with the terms of the Collateral Sharing Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto pledges to the Collateral Agent, its successors and assignsfor the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, a security interest in in, the following (collectively, the "PLEDGED COLLATERAL"): (a) all of Pledgor's the right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained such Pledgor in the future by Pledgor Equity Interests, whether now existing or hereafter arising, and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of such capital stock (such now-existing shares owned by each Pledgor and held by Citadel being identified on EXHIBIT A attached hereto and made apart hereof), all options and warrants for the purchase of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to additional equity interests in the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite Company now or hereafter held in the name of such Pledgor on Schedule II hereto(all of said Equity Interests, (ii) any debt securities options and warrants and all capital stock held in the future issued name of each Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (as the "Pledged Debt SecuritiesPLEDGED STOCK"); (c) , and all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5dividends, all payments of principal or interest, dividendsdistributions, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Stock; (b) all Additional Equity Interests (as defined in SECTION 13) from time to time acquired by the Pledgors from the date hereof in any manner, and the certificates representing such Additional Equity Interests (any such additional equity interests shall constitute part of the Pledged Stock and the Collateral Agent is irrevocably authorized to amend EXHIBIT A from time to time to reflect such additional equity interests), and all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion all of the securities referred to in clauses (a) and (b) aboveEquity Interest or Additional Equity Interests; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), and (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 forthforegoing.

Pledge. As security for the payment and performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, Agent and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests of any Subsidiary now owned or hereafter acquired by it and such Pledgor (including, without limitation, those listed opposite the name of the Pledgor on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by Pledgor hereto) and the certificates certificates, if any, representing all such shares or interests (collectively, the "“Pledged Stock"”); provided that the Pledged Stock shall not include (1) Equity Interests owned by any Pledgor in any non-wholly owned Subsidiary (other than any Insurance Subsidiary or Designated Non-Loan Party) obtained in the future by any Pledgor, in each case to the extent that and for so long as (i) consent of the minority shareholders (other than Borrower or any Loan Party or any Affiliate or Subsidiary of Borrower or a Loan Party) of such Subsidiary (other than any Insurance Subsidiary or Designated Non-Loan Party) is required for pledge of Equity Interests of such Pledgor in such Subsidiary (other than any Insurance Subsidiary or Designated Non-Loan Party), as applicable and (ii) such minority shareholders do not so consent, (2) Equity Interests owned by any Pledgor in any Insurance Subsidiary or any Designated Non-Loan Party and (3) more than 65% of the issued and outstanding shares of voting stock of any Foreign SubsidiaryNon-U.S. Subsidiary (any Equity Interests excluded pursuant to clauses (1), (ii2) any stock of any Immaterial Subsidiary and or (iii3) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying sharesabove, such qualifying sharesan “Excluded Equity Interest”); (b) ) all Intercompany Notes (i) the debt securities including, without limitation, those listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "“Pledged Debt Securities"” and together with the Pledged Stock, the “Pledged Securities”); provided that the Tennessee Subsidiaries shall not transfer, grant, convey, hypothecate, pledge, set over or grant to the Collateral Agent for the benefit of the Secured Parties a security interest in the Pledged Debt Securities (such excluded Intercompany Notes, the “Excluded Intercompany Notes” and, together with the Excluded Equity Interests, the “Excluded Property”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) , including, subject to Section 57, 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 the securities referred to in clauses (a) and (b) above; (ed) subject to Section 57, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), and (c) and (d) above; and (fe) subject to Section 7, all proceeds Proceeds of any and all of the foregoing (all the items foregoing, collectively, the “Collateral”). Notwithstanding anything herein to the contrary, Collateral shall include (and Excluded Property shall not include) the Equity Interests and Intercompany Notes set forth on Schedule II hereto. The Liens granted hereunder to secure the Secured Obligations are referred to in clauses (a) through (f) above being collectively referred to herein as the "Collateral"). “Security Interest.” Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities certificated Pledged Securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock or bond powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request to carry out the terms and conditions of this Pledge Agreement or to grant, preserve or protect the Security Interest created hereunder or the validity or priority thereof and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supersede supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, Agent 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 full and timely payment and performance, as the case may be, in full of the Obligations------ principal of and interest on the Note Obligations and all other amounts payable by the Pledgor thereunder or under this Stock Pledge Agreement (including, each without limitation, any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred by the Company in connection with any exercise of its rights under the Note Obligations or hereunder), the Pledgor hereby transfersdelivers, grants, bargains, sells, conveys, hypothecatesdeposits, pledges, sets over transfers and delivers unto Collateral Agentassigns to the Company, its successors and assignsin form transferable for delivery, and hereby grants to Collateral Agent, its successors and assigns, for creates in the ratable benefit of the Secured Parties, Company a security interest in all of Pledgor's right, title and interest in, to and under : (a) all Purchased Shares and all certificates evidencing the shares of capital stock Purchased Shares and other instruments or documents evidencing the same now owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the securities referred to in clauses (a) and Purchased Shares; (b) above; Zero shares of Class B Common Stock of the Parent (ecollectively, the "Owned Shares") subject to Section 5and all certificates evidencing the Owned Shares and other instruments or documents evidencing the same and all dividends, all rights and privileges of Pledgor with respect to the securities cash, instruments and other property referred from time to time received, receivable or otherwise distributed in clauses (a), (b), respect of or in exchange for any or all of the Owned Shares; (c) options to purchase ______ shares of Class A Common Stock and options to purchase ______ shares of Class B Common Stock of the Parent (collectively, the "Options") and all certificates evidencing the Options and other instruments or documents evidencing the same and all dividends, 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 Options including without limitation any shares of Class A Common Stock and Class B Common Stock received upon the exercise of any Option; and (d) above; The Publicly Traded Securities described on Exhibit A hereto (the "Additional Securities") and (f) all proceeds certificates evidencing the Additional --------------------- Securities and other instruments or documents evidencing the same and all dividends, 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 foregoing Additional Securities. The Purchased Shares, Owned Shares, Additional Securities and Options (together with any securities or property delivered to the items referred Pledgor pursuant to in clauses (aSection 2(b) through (fhereof) above being are hereinafter collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock . The Pledgor hereby delivers to the Company appropriate undated security transfer powers duly executed in blank or other instruments of for the Pledged Securities set forth above and will deliver appropriate undated security transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment powers duly executed by in blank for the applicable Pledged Securities to be pledged hereunder from time to time hereafter. The Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of agrees that all certificates evidencing the Pledged Securities shall be accompanied marked with the following legend: THE SHARES/OPTION TO PURCHASE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCK PLEDGE AGREEMENT DATED AS OF APRIL 21, 1995 BY AND BETWEEN CORPORATE SOFTWARE INCORPORATED, A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF STREAM INTERNATIONAL INC., A DELAWARE CORPORATION (THE "CORPORATION"), AND THE BORROWER NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION. The Pledgor agrees to deliver to the Company all Pledged Securities currently held by a schedule describing him in order that such legend may be placed thereon. The Pledgor further agrees, with respect to the securities theretofore and then being pledged hereunderAdditional Securities, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit to deliver written notice to each issuer of an Additional Security of the Secured Parties, forever; subject, however, pledge of such security to the terms, covenants and conditions hereinafter set forthCompany.

Pledge. As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to Collateral 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 benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other Equity Interests owned by it and such Grantor in any subsidiary of Holdings, including those listed opposite the name of such Grantor on Schedule II hereto and hereto, (ii) any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Grantor in any subsidiary of Holdings and (iii) the certificates or other instruments representing all such shares Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; (collectively, the "“Pledged Stock"Equity Interests”); provided that the Pledged Stock Equity Interests shall not include (iA) 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 shares of stock total voting Equity Interests of any Foreign Subsidiary, (iiC) Equity Interests of any Subsidiary that are held directly by a Foreign Subsidiary, (D) any stock Equity Interest with respect to which Borrower, with the written consent of the Administrative Agent (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 Immaterial Subsidiary 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, (iiiE) 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 law requires Requirements of Law); provided that a Subsidiary 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 Pledgor issue directors' qualifying sharesthe cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings, such qualifying sharesany Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b) (ib)(i) the debt securities owned by such Grantor, including those listed opposite the name of Pledgor such Grantor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor or otherwise acquired by such Grantor and (iii) 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 Debt Securities"”); (c) all other property that may be delivered to and held by Collateral the Administrative Agent (or, prior to the Discharge of Senior Obligations, the First Lien Administrative Agent, acting as gratuitous bailee of the Administrative Agent) pursuant to the terms hereofof this Section 2.01 and Section 2.02; (d) subject to Section 52.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 52.05, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (f) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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. (a) As security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II hereto and III), (ii) any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Grantor and (iii) the certificates representing all such shares Equity Interests (all the "foregoing collectively referred to herein as the “Pledged Stock"”); provided (provided, however, that the Pledged Stock shall not include (iA) more than 65% of the issued and outstanding shares of stock of voting Equity Interests in any Foreign Subsidiary, (iiB) any stock of Equity Interest in any Immaterial Non-Significant Subsidiary, (C) any Equity Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary and (iii) or any Permitted Joint Venture Subsidiary to the extent that the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable law requires that a Subsidiary Contractual Obligation or requirement of Pledgor issue directors' qualifying shareslaw), such qualifying shares; or (b) D) any minority Equity Interests, (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of Pledgor such Grantor on Schedule II heretoIII), (ii) any debt securities in the future issued to Pledgor such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (excluding any promissory notes issued by employees of any Grantor) (all the "foregoing collectively referred to herein as the “Pledged Debt Securities"”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; of this Section 3.01, (d) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (e) subject to Section 53.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and . (b) Notwithstanding anything herein to the contrary, in the event that a registration statement with respect to any Series of Pari Passu Debt has been filed with the SEC and is effective, the “Pledged Stock” securing any such Series shall, at all other property comprising part times while such registration statement remains effective, automatically be deemed not to include any Equity Interests which, if pledged to secure such Series, would require the Borrower to file separate financial statements for any Subsidiary with the SEC. The limitation provided for in this paragraph (b) shall not be applied to the Bank Loan Obligations or to any Series of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and Pari Passu Debt for which no such other instruments registration statement has been filed or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so deliveredis effective. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each The Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral pledges to the Administrative Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Administrative Agent and the Holders of Secured PartiesObligations, and grants to the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, a security interest in all of Pledgor's right, title and interest in, to and under the collateral described in subsections (a) through (e) below (collectively, the shares "Pledged Collateral"): (i) All of the capital stock owned by it and of the Pledged Subsidiaries listed on Schedule II I which are corporations, now or at any time or times hereafter owned directly by the Pledgor (such shares being identified on Schedule I attached hereto and or on any shares of capital stock of Schedule I attached to any Subsidiary obtained in the future by Pledgor applicable Pledge Supplement), and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of the stock of such shares Pledged Subsidiaries now or hereafter held in the name of the Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) herewith, or from time to time, delivered to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities Administrative Agent accompanied by stock powers in the future issued to Pledgor form of Exhibit B attached hereto and (iii) the promissory notes and any other instruments evidencing such debt securities made a part hereof (the "Pledged Debt SecuritiesPowers"); (c) duly executed in blank, and all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Stock; (ii) All additional shares of capital stock of the Pledged Subsidiaries described in Section 1(a)(i) above from time to time acquired by the Pledgor in any manner, and the certificates, which shall be delivered to the Administrative Agent accompanied by Powers duly executed in blank, representing such additional shares (any such additional shares shall constitute part of the Pledged Stock, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement to reflect such additional shares), and all options, warrants, dividends, cash, instruments, investment property and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion all of such shares; (i) All of the securities referred membership interests of Pledgor in the Pledged Subsidiaries listed on Schedule I which are limited liability companies now or at any time or times hereafter owned directly by the Pledgor, and any certificates representing such membership interests in the Pledged Subsidiaries (such membership interests being identified on Schedule I attached hereto or on any Schedule I attached to in clauses (a) and (b) above; (e) subject to Section 5any applicable Pledge Supplement), all rights of the right, title and privileges interest of the Pledgor with in, to and under its respective percentage interest, shares or units as a member and all investment property in respect of such membership interests, including, without limitation, Pledgor's interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of such Pledged Subsidiaries and the right to receive distributions of such Pledged Subsidiary's cash, other property, assets, and all options and warrants for the securities and other property referred to in clauses (a)purchase of membership interests, (b)whether now existing or hereafter arising, (c) and (d) above; and (f) all proceeds whether arising under the terms of the Certificates of Formation, the Limited Liability Company Agreements or any of the foregoing other organizational documents (the items referred to in clauses (a) through (f) above being such documents hereinafter collectively referred to as the "CollateralOperating Agreements"). Upon delivery to Collateral Agent) of such Pledged Subsidiaries, or at law or in equity, or otherwise and any and all of the proceeds thereof (a) any stock all of said membership interests, certificates, notes or other securities now or hereafter included in the Collateral (and warrants being hereinafter collectively referred to as the "Pledged SecuritiesMembership Interests") shall be herewith delivered, if applicable, to the Administrative Agent indorsed in blank or accompanied by stock powers appropriate instruments of transfer duly executed in blank, and all distributions, cash, instruments, investment property 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 Membership Interests; (ii) Any additional membership interests in the Pledged Subsidiaries described in Section 1(b)(i) above from time to time acquired by the Pledgor in any manner, and any certificates, which, if applicable, shall be delivered to the Administrative Agent indorsed in blank or other accompanied by appropriate instruments of transfer satisfactory to Collateral Agent and by duly executed in blank, representing such other instruments and documents as Collateral Agent may reasonably request and additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in Pledged Subsidiaries (b) all other property comprising any such additional interests shall constitute part of the Collateral Pledged Membership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall be accompanied by proper instruments of assignment promptly thereafter deliver to the Administrative Agent a certificate duly executed by the applicable Pledgor describing such percentage interests, certificates, units, options or warrants and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing certifying that the securities theretofore and then being same have been duly pledged hereunder, ; (i) All of the partnership interests of the Pledgor in and to the Pledged Subsidiaries listed on Schedule I which schedule shall be are partnerships now or at any time or times hereafter owned directly by the Pledgor (such partnership interests being identified on Schedule I attached hereto to or on Schedule I to any applicable Pledge Supplement), the property (and interests in property) that is owned by such Pledged Subsidiaries, all of the Pledgor's rights, if any, to participate in the management of such Pledged Subsidiaries, all rights, privileges, authority and powers of the Pledgor as Schedule II owner or holder of its partnership interests in such Pledged Subsidiaries, including, but not limited to, all contract rights related thereto, all rights, privileges, authority and powers relating to the economic interests of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, including, without limitation, all contract rights related thereto, all options and warrants of the Pledgor for the purchase of any partnership interests in such Pledged Subsidiaries, all documents and certificates representing or evidencing the Pledgor's partnership interest in such Pledged Subsidiaries, all of the Pledgor's interest in and to the profits and losses of such Pledged Subsidiaries and the Pledgor's right as a partner of such Pledged Subsidiaries to receive distributions of such Pledged Subsidiaries' assets, upon complete or partial liquidation or otherwise, all of the Pledgor's right, title and interest to receive payments of principal and interest on any loans and/or other extensions of credit made a part hereof. Each schedule so delivered shall supersede by the Pledgor or its Affiliates to such Pledged Subsidiaries, all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, the Pledgor's partnership interests in such Pledged Subsidiaries, and any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all other right, title, interest, powersprivilege, privileges authority and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit power of the Secured PartiesPledgor in or relating to such Pledged Subsidiaries, forever; subjectall whether now existing or hereafter arising, howeverand whether arising under any partnership agreements of such Pledged Subsidiaries (as the same may be amended, modified or restated from time to time, the "Partnership Agreements") or otherwise, or at law or in equity and all books and records of the Pledgor pertaining to any of the foregoing (all of the foregoing being referred to collectively as the "Pledged Partnership Interests"); (ii) Any additional partnership interests in the Pledged Subsidiaries described in Section 1(c)(i) above from time to time acquired by the Pledgor in any manner (any such additional interests shall constitute part of the Pledged Partnership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the termsAdministrative Agent a certificate duly executed by the Pledgor describing such percentage interests, covenants options or warrants and conditions hereinafter set forthcertifying that the same have been duly pledged hereunder; (d) The property and interests in property described in Section 3 below; and (e) All proceeds of the collateral described in subsections (a) through (d) above. Notwithstanding the foregoing, the Pledged Collateral shall not include Equity Interests held by the Pledgor in any of its Foreign Subsidiaries until such pledge is required pursuant to Section 6.28(b) of the Credit Agreement, and at no time shall any such security interests, individually or collectively, with respect to any Foreign Subsidiary exceed 65% of the Voting Equity Interests of such Foreign Subsidiary, regardless of whether certificates representing a greater percentage may be delivered to the Administrative Agent.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers(i) confirms and acknowledges the Collateral Agent's continuing security interests, grantsfor the ratable benefit of the Secured Parties, in all of the collateral secured under the Existing Pledge Security Agreements and (ii) bargains, sells, conveys, hypothecatesassigns, sets over, mortgages, pledges, sets over hypothecates and delivers unto transfers to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's right, title and interest in, to and under (a) the any shares of capital stock stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the "Equity Interests") owned by it and such Pledgor which are listed on Schedule II hereto and any shares of capital stock of any Subsidiary Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares Equity Interests (the "Pledged StockEquity Interests"); provided that the Pledged Stock shall not include (i) more Equity Interests having a Fair Market Value of less than $7,500 per issuer are excluded from the security interest created by this Agreement up to a maximum of $50,000 in the aggregate, (ii) Pledged Equity Interests of a Subsidiary of a Pledgor shall be limited, in the case of foreign subsidiaries, to the pledge of 65% of the issued and outstanding shares of common stock of such foreign subsidiary notwithstanding the delivery by any Foreign Subsidiary, (ii) any Pledgor to the Collateral Agent of a stock certificate representing in excess of any Immaterial Subsidiary and such percentage ownership; (iii) the Equity Interests set forth on Schedule III hereto are excluded from the security interest created by this Agreement, and (iv) Equity Interests received by a Pledgor pursuant to any distributions made to such Pledgor in respect of any claims held by such Pledgor against any Person in connection with any process of such person under the extent that applicable law requires that a Subsidiary Bankruptcy Code, which Equity Interests have been held by such Pledgor for less than thirty (30) days from the date of receipt of such Equity Interests by such Pledgor issue directors' qualifying shares, such qualifying sharesare excluded from the Security Interest created by this Agreement; (b) (i) the debt securities owned by it which are listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities issued to such Pledgor; provided that (1) debt securities having a Fair Market Value of less than $7,500 per issuer or obligor are excluded from the security interest created by this Agreement up to a maximum of $50,000 in the future issued aggregate and (2) debt securities received by a Pledgor pursuant to any distributions made to such Pledgor in respect of any claims held by such Pledgor against any Person in connection with any process of such person under the Bankruptcy Code, which debt securities have been held by such Pledgor for less than thirty (30) days from the date of receipt of such debt securities are excluded from the security interest created by this Agreement , and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities")securities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 57 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 the securities referred to in clauses (a) and (b) above; (e) subject to Section 57 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Pledged Collateral"). Upon delivery Without limiting the foregoing, the Collateral Agent is hereby authorized to Collateral Agentfile one or more financing statements, (a) any stock certificates, notes continuation statements or other securities now filings or hereafter included in documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgors, and naming any Pledgor or the Pledgors as debtors and the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 forthsecured party.

Pledge. As security for 2.1 The Pledgor, comprised of Shareholder A and Shareholder B, pledges to the payment Pledgee their respective equity interests (the 90% equity interest held by Shareholder A represents a capital contribution of RMB2.25 million; and performance, as the case may be10% equity interest held by Shareholder B represents a capital contribution of RMB0.25 million) in the Operation Company to guarantee complete and full satisfaction by the Operation Company of the aforesaid rights and interests of the Pledgee under the Service Agreement and the Option Agreement. The Pledge Right refers to the right of the Pledgee to have its claims satisfied, in full priority to others, with the estimated price of the Obligations, each Equity Interest pledged by the Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over with the Pledgee or the proceeds from the auction or sale thereof. Such Pledge Right shall extend to any dividend or premium arising from the Equity Interest or transfer thereof during the term of this Agreement. 2.2 Each of Shareholder A and delivers unto Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for Shareholder B has obtained the ratable benefit consent of the Secured Parties, a security other party (shareholder) to its pledge with the Pledgee of all of its equity interest in all of Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by Operation Company that it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained now owns or may own in the future by Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (iother party(shareholder) more than 65% has unconditionally waived its right of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor first refusal with respect to such equity interest. 2.3 During the securities term of this Agreement, the Pledgee shall not be held liable for, nor shall Shareholder A and/or Shareholder B be entitled to bring any claim or demand against the Pledgee in connection with, any diminution of the value of the pledged Equity Interest, unless such value diminution arises from any intentional act or omission of the Pledgee or any gross negligence of the Pledgee having a direct causal link with such value diminution. 2.4 Subject to the provisions of Article 2.3, where the Equity Interest is likely to suffer any evident diminution in value, which is sufficient to endanger the rights of the Pledgee, the Pledgee may at any time, on behalf of Shareholder A and/or Shareholder B, auction or sell the pledged Equity Interest, and other property referred may afterwards, subject to in clauses (a)agreement with Shareholder A and/or Shareholder B, (b), (c) and (d) above; and (f) all either apply the proceeds from such auction or sale towards early satisfaction of any and all liabilities or obligations under the Service Agreement and the Option Agreement, or place such proceeds under the custody of a notary office at the place of the foregoing Pledgee (All costs and expenses arising in connection therewith shall be borne by the items referred Pledgee.). 2.5 Subject to in clauses prior written consent of the Pledgee, Shareholder A and/or Shareholder B may increase the capital of the Operation Company (a) through (f) above being collectively referred to as the "Collateral"including without limitation, by way of capital injection, and capitalization of public reserve fund or undistributed profit). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included Any increase in the Collateral (capital contribution by Shareholder A and/or Shareholder B to the "Pledged Securities") Operation Company resulting from any capital increase effected by Shareholder A and/or Shareholder B in respect of the Operation Company shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising also become part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, Equity Interest subject to the terms, covenants and conditions hereinafter set forthPledge hereunder.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral pledges to the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to Collateral the Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock Equity Interests in each first-tier Foreign Subsidiary directly owned by it and (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II hereto II) and any shares of capital stock of any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Pledgor and the any certificates representing all such shares (the "Pledged Stock")Equity Interests; provided that the Pledged Stock pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying sharesExcluded Securities; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 52.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (ec) subject to Section 52.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (db) above; and (fd) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the "Collateral"“Pledged Stock”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the CollateralPledged Stock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral the Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each The Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral pledges to the Administrative Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesAdministrative Agent, the Lenders, the Issuing Banks and the other Holders, and grants to the Administrative Agent for the benefit of the Administrative Agent, the Lenders, the Issuing Banks and the other Holders, a security interest in all in, the following (collectively, the "Pledged Collateral"): (a) All of Pledgor's the right, title and interest in, to and under (a) of the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained Pledgor in the future by Pledgor Equity Interests, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares being identified on EXHIBIT A attached hereto and made a part hereof), all options and warrants for the purchase of additional equity interests now or hereafter held in the name of the Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such shares (options or warrants being hereinafter collectively referred to as the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) herewith delivered to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities Administrative Agent accompanied by stock powers in the future issued to Pledgor form of EXHIBIT B attached hereto and (iii) the promissory notes made a part hereof duly executed in blank, and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5dividends, all payments of principal or interest, dividendsdistributions, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Stock; (b) All additional equity interests from time to time acquired by the Pledgor in any manner, and the certificates representing such additional equity interests (any such additional equity interests shall constitute part of the Pledged Stock and the Administrative Agent is irrevocably authorized to amend EXHIBIT A from time to time to reflect such additional equity interests), and all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion all of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), such equity interests; (c) The property and interests in property described in SECTION 4 below; and (d) above; and (f) all All proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 forthforegoing.

Pledge. As security for the payment and or performance, as the case may be, in full of the Noteholder Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecatesassigns, sets over, mortgages, pledges, sets over hypothecates and delivers unto Collateral Agent, its successors and assigns, and hereby grants transfers to Collateral AgentPledgee, its successors and assigns, for the ratable benefit of itself and the other Noteholder Secured Parties, and hereby grants to Pledgee, its successors and assigns, for the benefit of itself and the other Noteholder Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (ai) the any shares of capital stock stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests”) owned by it and such Pledgor which are initially listed on Schedule II hereto and any shares of capital stock of any Subsidiary Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares Equity Interests (the "“Pledged Stock"Equity Interests”); provided provided, that the Pledged Stock Equity Interests of each Foreign Subsidiary of a Pledgor shall not include (i) more than be limited, in the aggregate, to the pledge of 65% of the issued and outstanding shares voting Equity Interests of stock of any such Foreign Subsidiary, notwithstanding the delivery by any Pledgor to Pledgee of a stock or other certificate representing in excess of such percentage ownership, and in no event shall Equity Interests include joint venture interests (to the extent prohibited by the organization documents of the relevant joint venture) or the stock of Unrestricted Subsidiaries; (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (iA) the debt securities owned by it which are listed opposite the name of such Pledgor on Schedule II hereto, (iiB) any other debt securities in the future issued to Pledgor such Pledgor; and (iiiC) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities")securities; (ciii) all other property that may be delivered to and held by Collateral Agent Pledgee pursuant to the terms hereof; (div) subject to Section 57 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 the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 57 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all proceeds (as such term is defined in the UCC) of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery Without limiting the foregoing, Pledgee is hereby authorized to Collateral Agentfile one or more financing statements, (a) any stock certificates, notes continuation statements or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments filings or documents as Collateral Agent may reasonably request. Each delivery for the purpose of Pledged Securities shall be accompanied perfecting, confirming, continuing, enforcing or protecting the security interest granted by a schedule describing the securities theretofore and then being pledged each Pledgor hereunder, which schedule shall be attached hereto without the signature of any Pledgors, and naming any Pledgor or the Pledgors as Schedule II debtors and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 forthPledgee as secured party.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, including each Pledgor Guaranty, each Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock owned all Equity Interests held by it and listed on Schedule II hereto I and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Grantor and the certificates certificates, if any, representing all such shares Equity Interests (the "“Pledged Stock"Equity”); provided that the Pledged Stock Equity shall not include (iA) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to 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 an indirect, wholly owned Subsidiary of Holdings, (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 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) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (iA) the debt securities owned by it and listed opposite the name of Pledgor such Grantor on Schedule II heretoI, (iiB) any debt securities obtained in the future issued to Pledgor by such Grantor and (iiiC) the promissory notes and any other instruments evidencing such debt securities (the "“Pledged Debt Securities"Debt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereofAgent; (div) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 52.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto pledges to the Collateral Agent, its successors and assignsfor the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, a security interest in in, the following (collectively, the "PLEDGED COLLATERAL"): (a) all of Pledgor's the right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained such Pledgor in the future by Pledgor Equity Interests, whether now existing or hereafter arising, and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of such capital stock (such now-existing shares owned by each Pledgor and held by Citadel being identified on EXHIBIT A attached hereto and made apart hereof), all options and warrants for the purchase of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to additional equity interests in the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite Company now or hereafter held in the name of such Pledgor on Schedule II hereto(all of said Equity Interests, (ii) any debt securities options and warrants and all capital stock held in the future issued name of each Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (as the "Pledged Debt SecuritiesPLEDGED STOCK"); (c) , and all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5dividends, all payments of principal or interest, dividendsdistributions, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Stock; (b) all Additional Equity Interests (as defined in SECTION 13) from time to time acquired by the Pledgors from the date hereof in any manner, and the certificates representing such Additional Equity Interests (any such additional equity interests shall constitute part of the Pledged Stock and the Collateral Agent is irrevocably authorized to amend EXHIBIT A from time to time to reflect such additional equity interests), and all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion all of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) aboveEquity Interest or Additional Equity Interests; and (fc) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 forthforegoing.

Pledge. As security for The Pledgors hereby pledge, grant and assign to the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Administrative Agent a security interest in and to the following (collectively, the "Pledged Collateral"): (i) All of the membership interests of the Pledgors in and to the Borrower identified on Exhibit A attached hereto and made a part hereof, now or at any time hereafter owned by the Pledgors and any certificates representing such membership interests in the Borrower (the membership interests currently owned by each Pledgor are identified on Exhibit A), (ii) all of Pledgor's the right, title and interest of the Pledgors in, to and under their respective percentage interest, shares or units as members, including, without limitation, the Pledgors' interest in (aor allocation of) the shares profits, losses, income, gains, deductions, credits or similar items of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by Pledgor Borrower and the certificates representing right to receive distributions of the Borrower's cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Borrower's Articles of Organization, and Amended and Restated Operating Agreement or any of the other organizational documents of the Borrower (such shares (documents, as amended, restated, supplemented or modified from time to time, are hereinafter collectively referred to as the "Pledged StockOperating Agreements"); provided that ) or at law or in equity, or otherwise, and the Pledged Stock shall not include right to vote and make decisions under the terms of the Operating Agreements or otherwise and (iii) any and all of the proceeds thereof (all of said membership interests, certificates, warrants, rights, title and interests (and proceeds thereof) referred to in clauses (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary), (ii) any stock of any Immaterial Subsidiary and (iii) above being hereinafter collectively referred to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (as the "Pledged Debt SecuritiesMembership Interests"); (c) all other property that may be , which are herewith delivered to the Administrative Agent accompanied by the certificates or other writings evidencing the same (if any exist), accompanied by duly executed instruments of transfer or assignments in blank, all in form and held by Collateral Agent pursuant substance satisfactory to the terms hereof; (d) subject to Section 5Administrative Agent, and all payments of principal or interest, dividendsdistributions, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Membership Interests; (b) Any additional membership interests in the Borrower from time to time acquired by the Pledgors in any manner, and any certificates representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in the Borrower (any such additional interests shall constitute part of the Pledged Membership Interests and the Administrative Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), and all options, warrants, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion all of the securities referred to in clauses (a) such interests and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect will promptly thereafter deliver to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Administrative Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment a certificate duly executed by the applicable Pledgor Pledgors describing such percentage interests, certificates, units, options or warrants and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing certifying that the securities theretofore and then being same have been duly pledged hereunder, which schedule shall be attached hereto as Schedule II ; (c) The property and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit interests in property described in Section 3 below; and (d) All proceeds of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.

Pledge. As security for the payment and or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under under: (ai) the shares of capital stock owned all Equity Interests held by it and it, including those listed on Schedule II hereto and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Grantor and the certificates representing all such shares Equity Interests (the "“Pledged Stock"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 Stock Equity shall not include (iA) more than 65% the Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the issued Credit Agreement, at which time, and outstanding shares without further action, this clause (y)(A) shall no longer apply to the Equity Interests of stock such Subsidiary), (B) Equity Interests of any Subsidiary of a Foreign Subsidiary, (iiC) any stock Equity Interests of any Immaterial a Person that is not a direct or indirect wholly owned Subsidiary and (iii) of a Grantor to the extent prohibited by the terms of such Subsidiary’s Organization Documents, (D) any Margin Stock owned by such Grantor, (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 the Credit 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 applicable law requires 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 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 Subsidiary pledge of Pledgor issue directors' qualifying sharesits Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Lenders (clauses (A) through (F) collectively, such qualifying sharesthe “Excluded Equity”); (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iiiA) the promissory notes and any other instruments evidencing indebtedness owned by it, including those listed opposite the name of such debt securities Grantor on Schedule II, (B) any promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor (the "“Pledged Debt Securities"Debt”), and (C) the Subordinated Contribution Note; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereofof this Section 2.01; (div) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 52.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all proceeds of Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the 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 applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign SubsidiarySubsidiary if, and to the extent that, the pledge of a greater percentage would have adverse tax consequences for the Borrower or any Subsidiaries or (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) It being expressly understood and agreed that the security interests granted herein for the benefit of the Collateral Agents on behalf of the applicable Secured Parties shall be subject to the intercreditor and subordination terms of the Credit Agreement and the Collateral Sharing Agreement, the following liens on the Collateral are hereby granted: (i) As collateral security for the payment and performance, as the case may be, in full of all the First Lien Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over pledges and delivers unto grants to the First Lien Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the First Lien Secured Parties, a lien on and security interest in and to all of Pledgor's the right, title and interest of such Pledgor in, to and under (a) all the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary and other Equity Interests obtained in the future by such Pledgor and not deposited into a Securities Account pursuant to the certificates Security Agreement and the certificates, if any, representing all such shares or interests (collectively, the "Pledged StockPLEDGED STOCK"); provided PROVIDED that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Subsidiary, Non-U.S. Subsidiary or (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the all debt securities owned by it listed opposite the name of the Pledgor on Schedule II hereto, (ii) any all debt securities in the future issued to the Pledgor and not deposited into a Securities Account (as defined in the Security Agreement) pursuant to the Security Agreement and (iii) the all promissory notes and any other instruments evidencing such debt securities (collectively, the "PLEDGED DEBT SECURITIES" and together with the Pledged Debt SecuritiesStock, the "PLEDGED SECURITIES"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (ed) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds of any and all of the foregoing (all the items foregoing, collectively, the "SECURITIES COLLATERAL.") (ii) As collateral security for the payment and performance in full of all the Second Lien Obligations, each Pledgor hereby pledges and grants to the Second Lien Collateral Agent for the ratable benefit of the Second Lien Secured Parties, a lien on and security interest in all of such Pledgor's right, title and interest of such Pledgor in, to and under (a) the Pledged Stock; PROVIDED that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Non-U.S. Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) the Pledged Debt Securities; (c) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) through and (fb) above being collectively above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to as in clauses (a), (b) and (c) above; and (e) all proceeds of any and all of the "Collateral"). foregoing; PROVIDED that the Liens granted pursuant to this clause (a)(ii) shall be subject and subordinate to the Liens granted to secure the First Lien Obligations pursuant to the immediately preceding clause (a)(i) and further subject to the intercreditor and subordination provisions of the Credit Agreement and the Collateral Sharing Agreement. (b) Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities certificated Pledged Securities now or hereafter included in the Securities Collateral (the "Pledged Securities") shall be accompanied by stock or bond powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Securities Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supersede supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Securities Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, Agents for the ratable benefit of the respective Secured Parties; SUBJECT, forever; subject, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations to the Administrative Agent and each Lender and each other holder of any of the Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II hereto and II) (other than Equity Interests that constitute Permitted Investments, (ii) any shares of capital stock of any Subsidiary other Equity Interests (other than Equity Interests that constitute Permitted Investments) obtained in the future by Pledgor such Grantor and (iii) the certificates representing all such shares Equity Interests (all the "foregoing collectively referred to herein as the “Pledged Stock"”); provided provided, however, that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of Pledgor such Grantor on Schedule II heretoII) (other than debt securities that constitute Permitted Investments), (ii) any debt securities (other than debt securities that constitute Permitted Investments) in the future issued to Pledgor such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the "foregoing collectively referred to herein as the “Pledged Debt Securities"”); , (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (ed) subject to Section 53.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above, and (d) above; and (fe) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the its Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest interest, subject to Permitted Liens in all of such Pledgor's right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it and (including, without limitation, those listed on Schedule II hereto hereto) and any shares of capital stock of any Subsidiary and other Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Non-U.S. Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying sharesshares or (iii) any Excluded Property; (b) (i) the all debt securities (including, without limitation, those listed opposite the name of such Pledgor on Schedule II hereto), and (ii) any all debt securities in the future issued to Pledgor and (iii) the Pledgor, together with all promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities" and together with the Pledged Stock, the "Pledged Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any and all of the foregoing (all the items referred to in clauses (a) through (f) above being collectively referred to as foregoing, collectively, the "Securities Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included Each Pledgor hereby affirms its prior grant of security interests under the Existing Pledge Agreement in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part favor of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties. Without limiting the foregoing, forever; subjectit is expressly understood and agreed that all security interests, howeverassignments and liens granted by the Pledgors in favor of the Collateral Agent for the benefit of the Secured Parties in the Existing Pledge Agreement are not terminated hereby, but continue and remain in full force and effect, subject to the terms, covenants terms and conditions hereinafter set forthprovisions hereof.

Pledge. As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of Pledgor's such Grantor’s right, title and interest in, to and under (a) (i) the shares of capital stock Equity Interests owned by it and as of the Issue Date, including the Equity Interests listed opposite the name of such Grantor on Schedule II hereto and II, (ii) any shares of capital stock of any Subsidiary Equity Interests obtained in the future by Pledgor such Grantor and (iii) the certificates representing all such shares Equity Interests (the "“Pledged Stock"”); , provided that the Pledged Stock shall not include (i) more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares Equity Interests entitled to vote (within the meaning of stock Treas. Reg. Section 1.956-2(c)(2) or any successor regulation) of any Foreign SubsidiarySubsidiary (the provision set forth in this proviso being referred to as the “Deemed Dividend Provision”), (iib)(i) any stock the debt securities owned by it as of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying sharesIssue Date, such qualifying shares; (b) (i) including the debt securities listed opposite the name of Pledgor such Grantor on Schedule II heretoII, (ii) any debt securities in the future issued to Pledgor such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "“Pledged Debt Securities"”); , (c) all other property that may be delivered to and held by the Collateral Agent (or the Intercreditor Agent) pursuant to the terms hereof; of this Section 2.01, (d) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (e) subject to Section 52.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery ; provided, however, that the Equity Interests and other securities issued by the Company or any Subsidiary of Parent or the Company will constitute Collateral securing the Securities and Note Guaranties only to Collateral Agentthe extent that such Equity Interests and securities can secure such Securities and Note Guaranties without Rule 3-16 of Regulation S-X (“Rule 3-16”) under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of the Company or such Subsidiary to be filed with the SEC (aor any other governmental agency); provided, further that, 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 stock certificates, notes other governmental agency) of separate financial statements of the Company or any Subsidiary of Parent or the Company due to the fact that the Company’s or such Subsidiary’s Equity Interests or other securities now or hereafter included in secure the Collateral (the "Pledged Securities") Securities and Note Guaranties, then such Equity Interests and other securities shall automatically be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory deemed not to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising be part of the Collateral shall securing the Securities and Note Guaranties (but only to the extent necessary to not be accompanied by proper instruments of assignment duly executed subject to such requirement); provided, further that, in the event that Rule 3-16 is amended, modified or interpreted by the applicable Pledgor and such SEC to permit (or is replaced with another rule or regulation, or any other instruments law, rule or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunderregulation is adopted, which schedule would permit) the Company’s or such Subsidiary’s Equity Interests and other securities to secure the Securities and Note Guaranties in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of the Company or such Subsidiary, then the Equity Interests and other securities of the Company or such Subsidiary shall automatically be attached hereto as Schedule II and made deemed to be a part hereof. Each schedule so delivered shall supersede of the Collateral securing the Securities and Note Guaranties (but only to the extent the Company or such Subsidiary would not be subject to any prior schedules so deliveredsuch financial statement requirement) (the provisions set forth in this proviso and the two immediately proceeding provisos being collectively referred to as “Rule 3-16 Provisions”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the its Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest interest, subject to Permitted Liens in all of such Pledgor's right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it and (including, without limitation, those listed on Schedule II hereto hereto) and any shares of capital stock of any Subsidiary and other Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares or interests (collectively, the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Non-U.S. Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying sharesshares or (iii) any Excluded Property; (b) (i) the all debt securities (including, without limitation, those listed opposite the name of such Pledgor on Schedule II hereto), and (ii) any all debt securities in the future issued to Pledgor and (iii) the Pledgor, together with all promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities" and together with the Pledged Stock, the "Pledged Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any and all of the foregoing (all the items referred to in clauses (a) through (f) above being collectively referred to as foregoing, collectively, the "Securities Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 and or performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by it and other Equity Interests (listed on Schedule II hereto II) of each Subsidiary of the Borrower (other than (i) any Immaterial Subsidiary, (ii) any Excluded Domestic Subsidiary and any shares of capital stock of (iii) any Subsidiary obtained of the Borrower (A) that is not wholly owned, directly or indirectly, by the Borrower or its other Subsidiaries, (B) the Equity Interests in which cannot be pledged without violating the future by Pledgor organizational documents of such Subsidiary or any agreement to which the Borrower or any of its Subsidiaries is a Party and (C) identified on Schedule V of the Credit Agreements as an "Excluded Pledged Subsidiary"), including the Receivables Subsidiary, and the certificates representing all such shares Equity Interests (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereofof this Section; (dc) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (ed) subject to Section 53.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the "Pledged Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, including the Guaranties, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock owned all Equity Interests held by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Grantor and the certificates representing all such shares Equity Interests (the "“Pledged Stock"Equity”); provided that the Pledged Stock Equity shall not include (iA) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Foreign Subsidiary, (iiB) any stock Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Immaterial Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition or another acquisition permitted under the Credit Agreement, in each case that is financed with Indebtedness incurred pursuant to Section 7.03(g) or 7.03(n) of the Credit Agreement, if, and for so long as, such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower and (iiiF) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the extent Borrower its determination that applicable law requires that the costs or other consequences (including adverse tax consequences) of providing a Subsidiary pledge of Pledgor issue directors' qualifying shares, such qualifying sharesits Equity Interests is excessive in view of the benefits to be obtained by the Lenders; (b) (iii)(A) the debt securities owned by it and listed opposite the name of Pledgor such Grantor on Schedule II heretoII, (iiB) any debt securities obtained in the future issued to Pledgor by such Grantor and (iiiC) in each case, the promissory notes and any other instruments evidencing such debt securities (the "items referred to in clauses (A), (B) and (C) of this clause (ii), collectively, the “Pledged Debt Securities"Debt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereofof this Section 2.01 and Section 2.02; (div) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 52.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of Pledgorsuch Grantor's right, title and interest in, to and under (a) the shares Equity Interests of capital stock owned by it (i) 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 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 shares Uncertificated Partnership Interests, listed in Part B of capital stock of any Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by Pledgor 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 shares Equity Interests (collectively referred to herein as the "“Pledged Stock"”); provided provided, however, that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; , or (b) iii) any Equity Interests in any Foreign Subsidiary, to the extent that the granting of a security interest therein would result in a stamp tax or any other duty, (ib)(i) the debt securities Material Debt Securities held by such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of Pledgor on such Grantor in Part C of Schedule II heretoII), (ii) any debt securities Material Debt Securities in the future issued to Pledgor such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities Material Debt Securities (collectively referred to herein as the "“Pledged Debt Securities"”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; of this Section 3.01, (d) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (e) subject to Section 53.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, and in furtherance of the Security Interest granted pursuant to the Security Agreement, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the "Equity Interests") owned by such Pledgor which are listed on Schedule I hereto and any Subsidiary Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares Equity Interests (the "Pledged StockEquity Interests"); provided that Equity Interests having a Fair Market Value of less than $7,500 per issuer are excluded from the security interest created by this Agreement up to a maximum of $50,000 in the aggregate, and provided further that Pledged Stock Equity Interests in a Person which is a Subsidiary shall not include (i) more than be limited to Equity Interests in each Material Domestic Subsidiary and 65% of the issued and outstanding shares of common stock of any each Material Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities owned by it which are listed opposite the name of such Pledgor on Schedule II I hereto, (ii) any debt securities in the future issued to Pledgor such Pledgor, provided that debt securities having a Fair Market Value of less than $7,500 per issuer or obligor are excluded from the security interest created by this Agreement up to a maximum of $50,000 in the aggregate, and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 56, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 56, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 and or performance, as the case may be, in full of the Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (a) the shares Equity Interests of capital stock owned by it (i) 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 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 shares Uncertificated Partnership Interests, listed in Part B of capital stock of any Schedule II hereto, and (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by Pledgor 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 shares Equity Interests (collectively referred to herein as the "“Pledged Stock"”); provided provided, however, that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' ’ qualifying shares, such qualifying shares; , or (b) iii) any Equity Interests in any Foreign Subsidiary, to the extent that the granting of a security interest therein would result in a stamp tax or any other duty, (ib)(i) the debt securities Material Debt Securities held by such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of Pledgor on such Grantor in Part C of Schedule II heretoII), (ii) any debt securities Material Debt Securities in the future issued to Pledgor such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities Material Debt Securities (collectively referred to herein as the "“Pledged Debt Securities"”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; of this Section 3.01, (d) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (e) subject to Section 53.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Loan Party hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of Pledgor's such Loan Party’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by it such Loan Party on the date hereof (including all such shares and other Equity Interests in the Subsidiaries listed opposite the name of such Loan Party on Schedule II hereto and II), (ii) any shares of capital stock of any Subsidiary Equity Interests obtained in the future by Pledgor such Loan Party and (iii) the certificates representing all such shares Equity Interests (all of the "foregoing being collectively referred to as the “Pledged Stock"Equity Interests”); provided that the Pledged Stock Equity Interests shall not include (iA) more than 6566% of the issued and outstanding shares of stock voting Equity Interests of any Foreign SubsidiaryCFC or (B) Equity Interests in any Person other than a wholly-owned Subsidiary where such assignment or pledge hereunder requires, (ii) pursuant to the constituent documents of such Person or any stock related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person, the consent of any Immaterial Subsidiary governing body, shareholder, partner or member of such Person and such consent shall not have been obtained (iii) the Equity Interests so excluded being collectively referred to herein as the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares“Excluded Equity Interests”); (b) (ib)(i) the debt securities owned by such Loan Party on the date hereof (including all such debt securities of other Borrower Group Members (other than Immaterial Indebtedness) listed opposite the name of Pledgor such Loan Party on Schedule II heretoII), (ii) any debt securities obtained in the future issued to Pledgor by such Loan Party and (iii) the all promissory notes and any other instruments evidencing such debt securities (all of the "foregoing being collectively referred to as the “Pledged Debt Securities"Indebtedness”); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above; (ed) subject to Section 53.06, all rights and privileges of Pledgor such Loan Party with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and in full in cash or performance, as the case may be, in full of the its Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock Equity Interests directly owned by it and (including those listed on Schedule II hereto II) and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by such Pledgor and the any certificates representing all such shares Equity Interests (the "“Pledged Stock"”); provided that the Pledged Stock shall not include (i) the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor to the extent the pledge of any such Equity Interests would cause more than 65% of the issued and outstanding shares voting Equity Interests of stock of any such Foreign SubsidiarySubsidiary to be pledged hereunder, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary subsidiary of such Pledgor issue directors' ’ qualifying shares or similar shares, such qualifying shares or nominee or other similar shares, (iii) any Equity Interests of a Subsidiary to the extent that, as of the date hereof, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; provided, further, that, (x) Equity Interests will constitute Pledged Stock only to the extent that such Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933 (“Rule 3-10” and “Rule 3-16,” respectively) (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); (b)y) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced (i) the debt securities obligations listed opposite the name of such Pledgor on Schedule II heretoII, (ii) any debt securities in the future issued to Pledgor such Pledgor, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt obligations and debt securities (the "“Pledged Debt Securities"”); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 53.05 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 of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 53.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and performance, as the case may be, in full of the Term Loan Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesParties that are Term Lenders, a security interest in all of the Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the "“Pledged Stock"”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Subsidiary, Subsidiary or (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' ’ qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "“Pledged Debt Securities"”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (all the items referred to in clauses (a) through (f) above being collectively referred to foregoing, collectively, the “Collateral”). In addition, as security for the payment or performance, as the "case may be, in full of the Other Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title and interest in, to and under the Collateral"; provided that the Liens granted pursuant to this sentence shall be subject and subordinate to the Liens granted to secure the Term Loan Obligations pursuant to the immediately preceding sentence. Notwithstanding the foregoing, (i) subject to clause (iv) below, all the Collateral shall ratably secure all the Obligations (other than Obligations constituting Exempted Indebtedness), (ii) subject to clause (iv) below, all the Unrestricted Collateral shall also ratably secure the Obligations that constitute Exempted Indebtedness, (iii) subject to clause (iv) below, all the Restricted Collateral shall also secure the Restricted Secured Indebtedness and (iv) the foregoing clauses shall not be construed to affect the priority of the Liens granted hereunder securing Term Loan Obligations over the Liens granted hereunder to secure Other Obligations, to the extent such Obligations are secured by the same Collateral after giving effect to the foregoing clauses. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "“Pledged Securities"”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supersede supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesParties (subject to the priorities and limitations set forth above), forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to Collateral 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 benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests now owned or at any time hereafter acquired by it such Grantor that are and listed on Schedule II hereto for so long as they are Principal Property Collateral and (ii) all certificates and any shares of capital stock of any Subsidiary obtained in the future by Pledgor and the certificates other instruments representing all such shares Equity Interests (collectively, the "“Pledged Stock"Equity Interests”); provided that the Pledged Stock Equity Interests shall not include (iA) 66 % or more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Foreign Subsidiary, CFC; (iiB) any stock Equity Interests if, to the extent, and for so long as, the grant of a Lien thereon to secure the Obligations is prohibited by any Immaterial Subsidiary and Requirements of Law (iii) other than to the extent that any such prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable law requires 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 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 NCR Middle East Limited so long as, and only to the extent that, the pledge of such Equity Interests would result in a Subsidiary change of Pledgor issue directors' qualifying sharescontrol default under the existing contract to which NCR Middle East Limited is a party on the Effective Date, as disclosed to the Administrative Agent; provided that such qualifying sharesEquity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect or (E) any Equity Interest if, to the extent, and for so long as, the Administrative Agent 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 and the Subsidiaries (including the imposition of withholding or other material taxes)) being excessive in view of the benefits to be obtained by the Lenders therefrom (the Equity Interests excluded pursuant to clauses (A) through (E) above being referred to as the “Excluded Equity Interests”); (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral the Administrative Agent pursuant to the terms hereofof this Section 2.01 and Section 2.02; (dc) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (ed) subject to Section 52.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the "“Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 and or performance, as the case may be, in full of the Canadian Secured Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over collaterally assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under under: (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities promissory notes owned by it on the Sixth Amendment Effective Date and listed opposite the name of Pledgor such Grantor on Schedule II hereto2, and (ii) each other promissory note evidencing Indebtedness that evidences, governs or arises out of the disposition of any debt securities accounts receivable included in Section 4.01(a)(i) or Inventory referred to in Section 4.01(a)(v) on or after the future issued date hereof owed to Pledgor and (iii) the such Grantor, excluding in each case promissory notes and any other instruments evidencing such debt securities in a principal amount of less than $20,000,000, so long as the aggregate principal amount of promissory notes not so pledged under this exclusion does not exceed $40,000,000 (the "“Pledged Debt Securities"”); ; (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (db) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), and (c) and (d) above; and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a), (b) through and (fc) of this Section 3.01 above being collectively referred to as the "“Pledged Collateral"”). Upon delivery Notwithstanding anything herein to Collateral Agentthe contrary, (a) in no event shall the security interest granted hereunder attach to any stock certificatesExcluded Assets, notes or other securities now or hereafter included and the terms “Pledged Debt Securities,” and “Pledged Collateral,” shall, in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) each case, expressly exclude all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so deliveredExcluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreveras security for the payment or performance, as the case may be, in full of the Canadian Secured Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to Collateral 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 benefit of the Secured Parties, a security interest in all of Pledgor's such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests of the Borrower and any Subsidiary now owned or at any time hereafter acquired by it and listed such Grantor, including those set forth opposite the name of such Grantor on Schedule II hereto II, and (ii) all certificates and any shares of capital stock of any Subsidiary obtained in the future by Pledgor and the certificates other instruments representing all such shares Equity Interests (collectively, the "“Pledged Stock"Equity Interests”); provided that the Pledged Stock Equity Interests shall not include (ix) more than 65% of the issued and outstanding shares Voting Equity Interests of stock any first-tier Foreign Subsidiary or any Foreign-Subsidiary Holding Company, (y) any of the outstanding Voting Equity Interests of any Foreign Subsidiary, Subsidiary that is not a first-tier Foreign Subsidiary or (iiz) any stock of any Immaterial Subsidiary and (iii) Equity Interests to the extent that applicable law requires that a Subsidiary pledge of Pledgor issue directors' qualifying shares, such qualifying sharesEquity Interests is prohibited by any Requirements of Law or contract (so long as any contractual restriction is not incurred in contemplation of such entity becoming a subsidiary of Holdings) (the Equity Interests so excluded being collectively referred to herein as the “Excluded Equity Interests”); (b) (i) the any debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of Pledgor such Grantor on Schedule II heretoII, and (ii) any debt securities in the future issued to Pledgor and (iii) the all promissory notes and any other instruments evidencing all such debt securities (collectively, the "“Pledged Debt Securities"”); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above; ; (ed) subject to Section 53.06, all rights and privileges of Pledgor such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds Proceeds of any and all of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of Pledgor's such Grantor’s right, title and interest in, to and under under: (a) the shares of capital stock owned (i) all Equity Interests held by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Grantor and the certificates representing all such shares Equity Interests (the "“Pledged Stock"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 Stock Equity shall not include (iA) more than 65% the Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the issued Term Debt Documents, at which time, and outstanding shares without further action, this clause (y)(A) shall no longer apply to the Equity Interests of stock such Subsidiary), (B) Equity Interests of any Subsidiary of a Foreign Subsidiary, (iiC) any stock Equity Interests of any Immaterial a Person that is not a direct or indirect wholly owned Subsidiary and (iii) of a Grantor to the extent 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 applicable law requires are not Material Domestic Subsidiaries of such Grantor and (G) Equity Interests of any Restricted Subsidiary acquired pursuant to a permitted acquisition financed with Indebtedness permitted to be secured under the Bridge Loan Agreement and any other Term 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 Collateral Agent has confirmed in writing to the Borrower its reasonable determination that the costs or other consequences (including adverse tax consequences in the reasonable judgment of the Borrower confirmed in writing by notice to the Collateral Agent) of providing a Subsidiary pledge of Pledgor issue directors' qualifying shares, such qualifying sharesits Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iiiii)(A) the promissory notes and any other instruments evidencing indebtedness owned by it and listed opposite the name of such debt securities Grantor on Schedule II and (B) any promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor (the "“Pledged Debt Securities"Debt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereofof this Section 2.01; (div) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 52.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all proceeds of Proceeds of, and Security Interests in, any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery Notwithstanding the foregoing and anything in this Agreement to the contrary, the Pledged Collateral Agent, (a) any stock certificates, notes shall not include Equity Interests and other securities of a Subsidiary to the extent that the pledge of such Equity Interests or other securities now or hereafter included results in the Collateral 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 "Pledged Securities"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) shall be accompanied by stock powers duly executed in blank 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 instruments securities secure any Secured Obligations, then the Equity Interests or other securities of transfer satisfactory such Subsidiary will automatically be deemed to Collateral Agent 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 instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part securities to secure the Secured Obligations in excess of the Collateral shall 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 accompanied by proper instruments of assignment duly executed by deemed to no longer be excluded from the applicable Pledgor and Pledged Collateral, but only to the extent necessary to not be subject to any such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so deliveredfinancial statement requirement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment full and performance, as the case may be, in full prompt performance of the all Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral Agent, its successors and collaterally assigns, pledges and hereby grants a security interest to Bank in the Shares and to the extent stock certificate(s) exist for the applicable Shares delivers to Bank such stock certificate(s), duly endorsed in blank or together with duly executed stock assignment(s) in favor of Bank, representing such applicable Shares (the “Collateral”), and grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Bank a security interest in the Collateral, together with whatever is receivable or received when the Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and all proceeds thereof, dividends and distributions thereon, additions thereto and substitutions therefor, including all new or substituted or additional shares, other securities, cash or other properties distributed with respect to the foregoing stock or other securities subject to this Agreement, whether as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest payment, stock split, stock dividend, other dividend or distribution, reclassification, redemption or any other change declared or made in the capital structure of the issuer of any of the Pledged Equity, or otherwise (collectively, the “Proceeds”), such Proceeds to be held by Bank in the same manner as the property originally pledged hereunder, except as otherwise provided in Section 2. The Collateral and the Proceeds are herein collectively referred to as the “Pledged Collateral.” Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Pledgor that is a Guarantor shall not be paid with amounts received from such Pledgor or its assets, but appropriate adjustments shall be made with respect to payments from other Pledgors to preserve the allocation to Obligations otherwise set forth above in this Section. (b) Upon any Pledgor's right, title and interest in, to and under (a) the ’s acquisition of any additional shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock or other securities of any Subsidiary obtained issuer of Pledged Equity, such Pledgor shall execute and deliver a Supplement to Pledge Agreement, substantially in the future by Pledgor form of Exhibit B, and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary stock certificate(s) exist for such additional Pledged Equity, deliver to Bank such stock certificates, duly endorsed in blank or together with duly executed stock assignments in favor of Pledgor issue directors' qualifying sharesBank, representing such qualifying shares; (b)shares or other securities required to maintain the pledge of the outstanding securities of the issuing entity, which shall thereupon become Collateral for purposes of this Agreement. (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may All certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by Collateral Agent Bank pursuant to the terms hereof; (d) subject to Section 5hereto and shall be in suitable form for transfer by delivery, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Bank. Bank shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral Agent for certificates or instruments of smaller or larger denominations. (d) To the extent required by the terms and by conditions governing the Shares, the applicable Pledgor shall cause the books of each entity whose Shares are part of the Pledged Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default, Bank may effect the transfer of any securities included in the Pledged Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such other instruments securities to be issued in the name of Bank or its transferee. Each Pledgor will execute and documents deliver such documents, and take or cause to be taken such actions, as Collateral Agent Bank may reasonably request and (b) all other property comprising part to perfect or continue the perfection of Bank’s security interest in the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 forthShares.

Pledge. As security for the payment and performance, as the case may be, in full of the First Priority Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over pledges and delivers unto grants to the Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and permitted assigns, for the ratable benefit of the First Priority Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests”) owned by such Pledgor (other than Excluded Equity Interests) (which, if certificated, are listed on Schedule I hereto) and any Subsidiary Equity Interests obtained in the future by such Pledgor (other than Excluded Equity Interests) and the certificates (if any) representing all such shares Equity Interests (collectively, the "“Pledged Stock"Equity Interests”); provided that the Pledged Stock shall not include (i) more than Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be limited, in the aggregate, to the pledge of 65% of the issued and outstanding shares common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock or unit certificate, as applicable, representing in excess of any Foreign Subsidiary, such percentage ownership and (ii) any stock interests of any Immaterial Subsidiary of the Pledgors in the joint ventures set forth on Schedule V attached to the Security Agreement and (iii) any subsequent joint ventures in which the Pledgors invest shall be excluded from the definition of Pledged Equity Interests to the extent that applicable law requires or the organizational documents with respect to any 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 a Subsidiary 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 Pledgor issue directors' qualifying sharesany third party and in accordance with applicable law, such qualifying sharesinterest in such joint venture shall be included in the definition of Pledged Equity Interests (subject to clause (i) above) and the applicable Pledgor shall cause the related certificates, if any, for such joint venture to be delivered to the Collateral Agent within ninety (90) days from the Closing Date (or such longer period as the Collateral Agent may agree); (b) (i) the debt securities Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 owed to it which are listed opposite the name of such Pledgor on Schedule II I hereto, (ii) any debt securities Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 arising in the future issued and owing to Pledgor such Pledgor; and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities")Indebtedness; (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 57 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 the securities or Indebtedness referred to in clauses (a) and (b) above; (ed) subject to Section 57 hereof, all rights and privileges of such Pledgor with respect to the securities securities, Indebtedness and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral AgentWithout limiting the foregoing, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral Agent is hereby authorized to file one or more financing statements (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by including a schedule financing statement describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the 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 Collateral Agent, its successors and assigns, “all assets (other than Excluded Property)” of the debtor or words of similar effect or with greater detail) or continuation statements for the ratable 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 and or performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) in the case of each Pledgor that is a Guarantor, the shares of capital stock and other Equity Interests owned by it and it, including those listed on Schedule II hereto and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Guarantor and the certificates representing all such shares Equity Interests (the "“Pledged Stock"”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock voting Equity Interests of any Foreign SubsidiarySubsidiary (other than ▇▇▇▇▇, of which all the issued and outstanding Equity Interests will be pledged), (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor such Guarantor issue directors' ’ qualifying shares, such qualifying 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 need not be satisfied by reason of Section 5.10(h) of the Credit Agreement, (iv) 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 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 Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Pledgor on Schedule II heretoII, (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the "“Pledged Debt Securities"”); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 53.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the its Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under (a) the shares of capital stock Equity Interests directly owned by it and (including those listed on Schedule II hereto II) and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by such Pledgor and the any certificates representing all such shares Equity Interests (the "“Pledged Stock"”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding shares voting Equity Interests of stock 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” 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, and (D) any issued and outstanding Equity Interests of any CFC Holding Company that is not a “first tier” CFC Holding Company, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' ’ qualifying shares, such qualifying shares or nominee or other similar shares, (iii) 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 Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article 4 shall apply; (b) (i) the debt securities obligations listed opposite the name of such Pledgor on Schedule II heretoII, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the "“Pledged Debt Securities"”); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 53.05 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 of, and all other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 53.05 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all proceeds of any of the foregoing (the items referred to in clauses (a) through (fc) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD HOLD, to the extent consistent with the terms of the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 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 collateral security for the payment and performance, as the case may be, in full of the Obligations, each the Pledgor hereby transfers, grants, bargains, sells, conveyspledges, hypothecates, pledgesassigns, transfers, sets over and delivers unto Collateral Agent, its successors and assignsInterCept, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, InterCept a security interest in all of Pledgor's right, title and interest in, to and under (a) the a total of 609,682 shares of capital stock owned the Common Stock of InterCept represented by it and listed on Schedule II hereto and any the share certificate delivered to InterCept in connection with this Agreement, (b) up to 644,260 shares of capital stock the Common Stock of any Subsidiary obtained InterCept that are either the subject matter of existing escrow arrangements or to be issued, all as set forth in Section 11.1 b. (ii) and Section 11.1 b. (iii) of the future by Pledgor Purchase Agreement (amended and restated) dated November 29, 2000 between InterCept and the certificates representing all such shares Borrowers (the "Pledged StockPurchase Agreement"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all any other property that may be delivered to securities of InterCept acquired by the Pledgor during the term of this Agreement, and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal any additional shares or interest, dividends, cash, instruments and securities or other property (other than cash received as dividends) at any time and from time to time received, receivable or otherwise distributed, distributable in respect of, in exchange for for, or upon in substitution of, any and all such stock, together with the conversion of the securities referred to in clauses proceeds thereof (a) and (b) above; (e) subject to Section 5all such shares, all rights and privileges of Pledgor with respect to the securities capital stock, securities, property and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above thereof being hereinafter collectively referred to as called the "Pledged Collateral"). Upon delivery to Collateral AgentInterCept, (a) any stock certificates, notes or other securities now or hereafter included in the Pledged Collateral (hereinafter called the "Pledged Securities") shall be accompanied by duly executed stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and or documents as Collateral Agent InterCept or InterCept's counsel may reasonably request request, and (b) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and by such other instruments or documents as Collateral Agent InterCept or InterCept's counsel may reasonably request. Each delivery The Pledged Collateral is comprised of Pledged "restricted" securities for purposes of Rule 144 of the General Regulations under the Securities Act of 1933 ("Rule 144") promulgated by the Securities and Exchange Commission, and shall be accompanied by a schedule describing subject to the securities theretofore additional terms and then being pledged hereunder, which schedule shall be provisions described on the Rule 144 Rider attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so deliveredhereof for all purposes. TO HAVE AND TO HOLD the Pledged Collateral, together with all rightrights, titletitles, interestinterests, powers, privileges and preferences pertaining or incidental thereto, unto Collateral AgentInterCept, its and InterCept's successors and 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 and or performance, as the case may be, in full of the Obligations, including the Holdings Guaranty and the Subsidiary Guaranty, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of Pledgor's such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock owned all Equity Interests held by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Grantor and the certificates (if any) representing all such shares Equity Interests (the "“Pledged Stock"Equity”); provided that the Pledged Stock Equity shall not include (iA) more than 65% of the issued and outstanding shares of stock Equity Interests of any Foreign Subsidiary (other than with respect to the issued and outstanding Equity Interests of PUG, all of which shall be pledged to the Collateral Agent hereunder, provided that such pledge could not reasonably be expected to (a) cause the undistributed earnings of PUG as determined for United States federal income tax purposes to be treated as a deemed dividend to PUG’s United States parent or (b) cause any material adverse tax consequences (in which case, with respect to clause (a) or clause (b), the Pledged Equity shall not include more than 65% of the issued and outstanding Equity Interests of PUG)), (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (iiD) any stock Equity Interests of any Immaterial Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower, unless otherwise permitted by the terms of such Subsidiary’s organizational or joint venture documents and (iiiE) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the extent Borrower its determination that applicable law requires that the costs or other consequences (including adverse tax consequences) of providing a Subsidiary pledge of Pledgor issue directors' qualifying sharesits Equity Interests is excessive in view of the benefits to be obtained by the Lenders (collectively, such qualifying sharesthe “Excluded Securities”); (b) (iii)(A) the debt securities owned by it and listed opposite the name of Pledgor such Grantor on Schedule II heretoII, (iiB) any debt securities obtained in the future issued to Pledgor by such Grantor and (iiiC) the promissory notes and any other instruments evidencing such debt securities (the "“Pledged Debt Securities"Debt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereofof this Section 2.01(a); (div) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 52.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the 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 applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment and or performance, as the case may be, in full of the Obligations, including the Guaranty, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral pledges to the Col- lateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or aris- ing (ai) the shares of capital stock owned all Equity Interests held by it and in each of its Wholly-Owned Subsidiaries, including, without limita- tion, the Equity Interests listed on Schedule II hereto I and any shares of capital stock of other Equity Interests in any Subsidiary Wholly-Owned Sub- ▇▇▇▇▇▇▇ obtained in the future by Pledgor such Grantor and the certificates representing all such shares Equity Interests (collectively, the "“Pledged Stock"Equity”); provided that the Pledged Stock Equity shall not include (iA) more than Equity Inter- ests of any Unrestricted Subsidiary, (B) Equity Interests of any De Minimis Foreign Subsidiary, (C) Eq- uity 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 are pledged as secu- rity for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (D) Equity Interests in excess of 65% of the issued and outstanding shares out- standing voting Equity Interests of stock each Wholly-Owned Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by the Borrower or any Subsidiary Guarantor, (E) Equity Interests of any Foreign Subsidiary, Subsidiary with respect to which the Administrative Agent and the Borrower have determined in their reasonable judgment and agreed in writing that the costs of providing a pledge of such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Lenders therefrom and (F) any assets the pledge of which is prohibited by applicable Laws; (ii) any stock of any Immaterial Subsidiary and (iiiA) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying sharesdebt securities owned by it in- cluding, such qualifying shares; (b) (i) without limitation, the debt securities listed opposite the name of Pledgor such Grantor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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.I,

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto pledges to the Collateral Agent, its successors and assignsfor the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, a security interest in all in, the following (collectively, the “Pledged Collateral”): (a) All of Pledgor's the right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained such Pledgor in the future by Pledgor Equity Interests, whether now existing or hereafter arising, and the certificates representing all the shares of such capital stock (such now-existing shares being identified on Exhibit A attached hereto and made a part hereof), and (in the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% case of the issued Company as the Pledgor) all options and outstanding shares warrants for the purchase of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to additional equity interests in the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite Guarantor now or hereafter held in the name of Pledgor on Schedule II hereto, the Company (ii) any debt securities all of said Equity Interests and (in the future issued case of the Company as the Pledgor) options and warrants and all capital stock held in the name of the Company as a result of the exercise of such options or warrants being hereinafter collectively referred to Pledgor and (iii) as the promissory notes and any other instruments evidencing such debt securities (the "“Pledged Debt Securities"Stock”); (c) all other property that may be , herewith delivered to and held the Collateral Agent, accompanied by Collateral Agent pursuant to the terms hereof; undated Powers (das defined below) executed in blank by such Pledgor, and, subject to Section 59 hereof, all payments of principal or interestdividends, dividendsdistributions, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Stock; (b) All Additional Equity Interests (as defined below) from time to time acquired by the Company from the date hereof in any manner, and the certificates representing such Additional Equity Interests (any such additional equity interests shall constitute part of the Pledged Stock and the Collateral Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional equity interests), and subject to Section 9 hereof, all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion all of the securities referred to in clauses (a) and (b) aboveEquity Interests or Additional Equity Interests; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), and (c) and (d) above; and (f) all All proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 forthforegoing.

Pledge. As security (a) To secure the Obligations of such Pledgor and for the payment and performance, as the case may be, purposes set forth in full of the ObligationsSection 1 hereof, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral Agent, its successors and assigns, and hereby (i) grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Pledgee a security interest in all of the Collateral (G-3) 190 owned by such Pledgor, (ii) pledges and deposits as security with the Pledgee, the Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank by such Pledgor in the case of Notes and accompanied by undated stock powers duly executed in blank by such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee, (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee a continuing security interest in all of such Pledgor's right, title and interest inin and to such Securities (and in and to the certificates or instruments evidencing such Securities), to be held by the Pledgee upon the terms and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained conditions set forth in the future by Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary this Agreement and (iiiiv) transfers and assigns to the extent that applicable law requires that a Subsidiary Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of Pledgor issue directors' qualifying sharessuch Pledgor's right, such qualifying shares; (b)title and interest in each Pledged Partnership including, without limitation: (i) all of the debt securities listed opposite capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Collateral; (ii) all other payments due or to become due to such Pledgor in respect of any such Collateral, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (iii) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Collateral; (iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (v) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments evidencing such debt securities or orders, to file any claims and to take any action in connection with any of the foregoing; (the "Pledged Debt Securities"); (cvi) all other property that may be hereafter delivered in substitution for or in addition to and held by Collateral Agent pursuant to any of the terms hereof; (d) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the securities referred to in clauses all thereof; and (avii) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a)extent not otherwise included, (b), (c) and (d) above; and (f) all proceeds of any or all of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and foregoing. (b) As used herein, the term "Partnership Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interests in other property comprising part of the Collateral shall be accompanied partnerships), at any time owned by proper instruments of assignment duly executed any Pledged Partnership or represented by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 forthPartnership Interest.

Pledge. As security for (a) In order to assure the payment and performance, as due performance by the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesObligations and in order to secure the payment of all amounts due and owing by the Pledgor in connection therewith (whether of principal, a security interest in or other amounts), the Pledgor hereby grants and pledges to the Pledgee, all of the Pledgor's right, title and interest inin and to (i) all of the Pledgor's right, title and interest in and to and under (ax) the shares ▇▇▇▇ of capital stock owned by it Sale, (y) Clauses 12, 13 and listed on Schedule II hereto and any shares 17 of capital stock of any Subsidiary obtained in the future by Pledgor and the certificates representing all such shares Purchase Agreement (the "Pledged StockRights"); provided that ) and (z) the Consent and Guaranty (insofar as such Consent and Guaranty relates to the Pledged Stock shall not include (i) more than 65% of the issued Rights), as and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that the same relates to the Aircraft, except to the extent reserved below, including, without limitation, in such pledge to Pledgee (A) all claims for damages in respect of such Aircraft arising as a Subsidiary result of any default by AVSA under Clause 12, 13 or 17 of the Purchase Agreement, including, without limitation, all warranty, service life policy and indemnity provisions contained in Clause 12 of the Purchase Agreement in respect of the Aircraft and all claims thereunder and under the Consent and Guaranty in respect of the Aircraft and (B) any and all rights of Pledgor issue directors' qualifying sharesto compel performance of the terms of Clause 12, such qualifying shares13 and 17 of the Purchase Agreement and the Consent and Guaranty in respect of the Aircraft; reserving to the Pledgor, however, all Pledgor's rights and interests in and to Clauses 12, 13 and 17 of the Purchase Agreement and the Consent and Guaranty as and to the extent that Clause 12, 13 or 17 of the Purchase Agreement and the Consent and Guaranty relate to aircraft other than the Aircraft and to the extent that the Purchase Agreement and the Consent and Guaranty relate to any other matters not directly pertaining to the Aircraft. (b)) If and so long as there shall not exist and be continuing an Event of Default and, if an Event of Default is continuing, so long as Pledgor remains in possession of the Aircraft, Pledgee hereby authorizes Pledgor, to the exclusion of Pledgee, to exercise in Pledgor's name all rights and powers related to the Pledged Rights and to retain any recovery or benefit resulting from the enforcement of any of the Pledged Rights in respect of the Aircraft, except that Pledgor may not enter into any change order or other amendment, modification or supplement to the Purchase Agreement without the written consent or countersignature of Pledgee if such change order, amendment, modification or supplement would result in any rescission, cancellation or termination of the Pledged Rights in respect of the Aircraft or in any way limit the rights pledged hereunder. (c) Subject to the terms hereof, Pledgee accepts the pledge contained in this Clause 2. (d) It is understood that this Pledge is granted as security for the payment of: (i) the debt securities listed opposite the name principal amount of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor US$__________ payable with respect to the securities and other property referred Equipment Notes issued pursuant to in clauses the Indenture; (a), ii) interest on the outstanding amounts at the rate of ____% with respect to the Equipment Note; (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (biii) all other property comprising part amounts payable by the Pledgor to the Pledgee under the Operative Documents; and (iv) any expenses incurred in the enforcement of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor payment obligations and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit recovery of the Secured Parties, forever; subject, however, to sums payable under the terms, covenants and conditions hereinafter set forthOperative Documents.

Pledge. As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in in, all of Pledgor's such Grantor’s right, title and interest in, to and under (a) the shares of capital stock owned (i) all Equity Interests held by it and on the date hereof (including those Equity Interests listed on Schedule II hereto II) and (ii) any shares of capital stock of any Subsidiary other Equity Interests obtained in the future by Pledgor such Grantor and the certificates representing all such shares Equity Interests (the "foregoing clauses (i) and (ii) collectively, the “Pledged Stock"Equity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; provided that the Pledged Stock Equity shall not include (iA) more than 65% of the issued and outstanding shares voting Equity Interests of stock of any (1) each Subsidiary that is a Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii2) each Subsidiary that is a CFC Holdco, (B) any Equity Interests of (1) any Person that is not a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party or (2) a joint venture or any other Person (other than a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party), in each case to the extent (x) the Organization Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the pledge of such Equity Interests, (y) the pledge of such Equity Interests is otherwise prohibited or restricted by any other agreement with a third party (other than Holdings, the Borrower or any of their respective Subsidiaries) or would result in a change of control, repurchase obligation or other adverse consequence (in each case, except to the extent that any such prohibition or restriction would be rendered ineffective under the UCC or other applicable law requires Law or principle of equity), (it being acknowledged and agreed that, as of the Closing Date, this clause applies to Equity Interests in Advantage AMP Inc. and Advantage Consumer Healthcare LLC), (C) any margin stock, (D) any Equity Interest, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined by the Borrower with notice in writing (which shall reasonably identify the basis for such determination) to the Administrative Agent, and (E) any specifically identified Equity Interest with respect to which the Administrative Agent has determined (in its reasonable judgment) that a Subsidiary the costs of Pledgor issue directors' qualifying sharespledging, perfecting or maintaining the pledge in respect of such qualifying sharesEquity Interest hereunder exceeds the fair market value thereof or the practical benefit to the Secured Parties afforded thereby (any Equity Interests excluded pursuant to clauses (A) through (E) above, the “Excluded Equity Interests”); (b)provided, further, that if (i) the any indebtedness, debt securities and promissory notes and the Instruments evidencing Indebtedness owned by it as of the date hereof (including the Global Intercompany Note and those listed opposite the name of Pledgor such Grantor on Schedule II hereto, II) and (ii) any indebtedness, debt securities in the future issued to Pledgor and (iii) the any promissory notes and any other instruments Instruments evidencing Indebtedness owned by such debt securities Grantor from time to time in the future (the "foregoing clauses (i) and (ii) collectively, the “Pledged Debt”), in each case including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt; provided, further, that the Pledged Debt Securities")shall not include Excluded Intercompany Debt; (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (ed) subject to Section 52.06, all rights and privileges of Pledgor such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) and (d) above; and (fe) all proceeds of Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the "“Pledged Collateral"”). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, as security for the payment and or performance, as the case may be, in full of the Note Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over assigns and delivers unto Collateral Agent, its successors and assigns, and hereby grants pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Pledgor's right, title and interest in, to and under (aa)(i) the shares of capital stock Equity Interests owned by it such Pledgor and listed on Schedule II hereto II, (ii) all other Equity Interests of Farmland Feed (as defined in the Credit Agreements) or any wholly owned Restricted Subsidiary of the Company or Farmland Feed obtained by such Pledgor in the future which is required to be pledged under this Agreement pursuant to Section 11.10(b) of the Indenture, and any shares of capital stock of any Subsidiary (iii) all other Equity Interests obtained in the future by such Pledgor which are pledged to secure any Senior Obligations, and in each case the certificates certificates, if any, representing all such shares Equity Interests (the "Pledged Stock"); ): provided that the Pledged Stock shall not include (iA) more than 65% of the issued and outstanding shares of stock Voting Stock of any Foreign Subsidiary, (iiB) the Capital Stock of LOL Farmland Feed SPV, LLC or any other Securitization Vehicle, or (C) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying sharesExcluded Securities; (b) (ib)(i) the debt securities owned by such Pledgor and listed opposite the name of such Pledgor on Schedule II hereto, and (ii) any debt securities in the future issued to such Pledgor which are pledged to secure any Senior Obligations, and (iii) in each case the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property of any nature not described in clause (a) or (b) above that may be delivered to and held by a Senior Collateral Agent (or, after the Discharge of Priority Lien Obligations, the Collateral Agent) pursuant to the terms hereofof this Section 3.01; (d) subject to Section 53.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 53.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Pledged Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security To secure the Obligations and for the payment purposes set ------ forth in Section 1, each Pledgor hereby: (i) grants and performancepledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, in full or such other instruments of transfer as are acceptable to the ObligationsPledgee; (iii) assigns, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledgesmortgages, charges and sets over and delivers unto Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in Pledgee all of such Pledgor's right, title and interest inin and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and under conditions set forth in this Agreement; (iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interest and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation: (a) all the shares capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; Partnership Interest and/or Membership Interest; (b)) all other payments due or to become due to such Pledgor in respect of such Partnership Interest and/or Membership Interest, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to of its claims, rights, powers, privileges, authority, options, security interest, liens and held by Collateral Agent pursuant to the terms hereof; remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest; (d) subject all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise; (e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to Section 5exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interest or Membership Interest and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the securities referred to in clauses all thereof; and (ag) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a)extent not otherwise included, (b), (c) and (d) above; and (f) all proceeds of any or all of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 forthforegoing.

Pledge. As security for the payment and performance, as the case may be, performance in full of the Secured Obligations, each Pledgor the Grantor hereby transferspledges (hypothecates) and, grantssubject to the Intercreditor Agreement, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit Trustee all of the Secured Parties, a security interest in all of PledgorGrantor's right, title and interest inin and to, to 2,000 class A shares in the capital of Gestion CCM (1983) Inc./CCM Holdings (1983) Inc. ("CCM") owned by the Grantor (the "Initial Pledged Stock") represented by certificate No.: 5 and under (a) the hereby hypothecates any additional shares of the capital stock owned by it of, and listed on Schedule II hereto all securities convertible into and warrants, options and other rights to purchase or otherwise acquire shares in the capital of CCM or any shares of capital stock of any Subsidiary corporation successor thereto pursuant to an amalgamation or other reorganization, obtained in the future by Pledgor and the certificates representing Grantor (collectively, the Initial Pledged Stock together with all such additional shares (and securities pledged in the future, the "Pledged Stock"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 55 below, all payments proceeds of principal or interestthe Pledged Stock, including, without limitation, all cash, dividends, cash, instruments and securities or other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for pursuant to a purchase, redemption, conversion or upon cancellation or other transformation for any of or all such Pledged Stock and all accessions and substitutions thereto (the conversion of the securities items referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as called the "Collateral"). Upon delivery to Collateral Agentthe Trustee, (a) any stock certificates, notes or other all securities now or hereafter included in the Collateral (including, without limitation, the "Pledged Securities") Stock shall be accompanied by an undated stock powers power duly executed in blank or another an other instruments instrument of transfer satisfactory to Collateral Agent the Trustee and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing showing a description of the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit The amount of the Secured Partieshypothecs granted hereby shall be Cdn $75,000,000 with interest thereon, forever; subject, however, to from the terms, covenants and conditions hereinafter set forthdate hereof at the rate of 25% per annum.

Pledge. As security for In order to secure the payment and performance, as performance when due of all the case may be, in full of the Secured Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral Agent, its successors and assigns, transfers and hereby grants to Collateral Agent, the Trustee for its successors benefit and assigns, for the ratable benefit of the Secured Parties, a first priority lien on, continuing security interest in and pledge of all of Pledgor's present and future right, title and interest in, to and under the following property (collectively, the "Pledged Collateral"): (a) the shares of capital common stock owned of Coaxial Communications of Central Ohio, Inc. ("Coaxial") set forth on Schedule I hereto (the "Pledged Shares") (which are and shall remain at all times until this Agreement terminates, certificated shares), including the certificates representing the Pledged Shares and any interest of Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares; (b) all additional shares of common stock of Coaxial from time to time acquired by it Pledgor in any manner (which are and listed shall remain at all times until this Agreement terminates, certificated shares) which additional shares shall be deemed to be part of the Pledged Shares, includ ing the certificates representing such additional shares and any interest of Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares; (c) all notes described on Schedule II hereto and any shares of capital stock of any Subsidiary obtained in the future by Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that Notes" and together with the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (Shares the "Pledged Debt Securities"); (c) and all other property that may be delivered to certificates or instruments evidenc ing such Notes and held by Collateral Agent pursuant to the terms hereof; all proceeds thereof, all accessions thereto and substitutions therefor; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments options, warrants, rights, instruments, distributions, returns of capital, income, profits and other property property, interests or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the securities referred to in clauses Pledged Securities (a) and (b) above; collectively, "Distributions"); (e) subject to Section 5the pledge agreement dated as of the date hereof between the Pledgor and Coaxial DSM LLC and the pledge agreement dated as of the date hereof between the Pledgor and Coaxial DJM LLC (collectively, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a"Contracts"), (b), (c) and (d) above; and ; (f) all proceeds "general intangibles", as such term is defined in the UCC, relating to the Contracts including, without limitation and whether now owned or hereafter acquired, any and all rights, claims, warranties and causes of action of Pledgor against any other Person relating to the Contracts and the benefits of any and all collateral or other security given by any other Person in connection therewith (collectively, the "Intangibles"); (g) all "proceeds" (as such term is defined in the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or under other relevant law) of any of the foregoing foregoing, and in any event, including, without limitation, any and all (i) proceeds of any insurance (except payments made to a Person which is not a party to this Agreement), indemnity, warranty or guarantee payable to the items referred Trustee or to in clauses (a) through (f) above being collectively referred Pledgor from time to as time with re spect to any of the "Pledged Collateral"). Upon delivery to Collateral Agent, (aii) payments (in any stock certificatesform whatsoever) made or due and payable to Pledgor from time to time in connection with any requisition, notes confiscation, condemnation, seizure or other securities now forfeiture of all or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising any part of the Pledged Collateral shall be accompanied by proper any governmental authority (or any person acting under color of a govern mental authority), (iii) instruments representing obliga tions to pay amounts in respect of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit (iv) products of the Secured PartiesPledged Collateral, forever; subject, however, and (v) other amounts from time to time paid or payable under or in connection with any of the terms, covenants and conditions hereinafter set forthPledged Collateral.

Pledge. As security for the payment and performance, as the case may be, performance in full of the Secured Obligations, each Pledgor the Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto Collateral Agent, its successors and assignsover, and hereby endorses over unto the Purchaser and its assignees, and grants to Collateral Agent, the Purchaser and its successors and assigns, for the ratable benefit of the Secured Partiesassignees, a security interest in all of Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on in Schedule II I annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and any additional shares of capital stock or any other form of any Subsidiary equity interests obtained in the future by Pledgor and the certificates representing Grantor (collectively, the Initial Pledged Stock together with all such additional shares (pledged in the future or shares issued in replacement thereof, the "Pledged Stock"); provided that the Pledged Stock shall not include , (ib) more than 65% all instruments of debt (whether now existing or hereinafter arising) by any of the issued issuers listed in Schedule I annexed hereto which name the Grantor as payee thereunder (the "Initial Pledged Debt") and outstanding shares any additional instruments of stock debt or any other form of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities interests obtained in the future issued to Pledgor and by the Grantor (iiicollectively, the Initial Pledged Debt together with all such additional debt pledged in the future, the "Pledged Debt"), (c) the promissory notes software and any other instruments evidencing such debt securities computer programs, together with all related intellectual property and proprietary rights thereunder, listed in Schedule II annexed hereto (the "Initial Pledged Debt SecuritiesSoftware") and all modifications and enhancements thereto (collectively, the Initial Pledged Software together with all such additional modifications and enhancements thereto pledged in the future, the "Pledged Software"); (c) all other property that may be delivered to , and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 55 below, all payments proceeds of principal or interestthe Pledged Stock, dividendsthe Pledged Debt and Pledged Software including, without limitation, all cash, instruments and securities or other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing or all such Pledged Stock, Pledged Debt and Pledged Software (the items referred to in clauses (a) through (fd) above being collectively referred to as called the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 To secure the prompt and complete payment and performanceperformance of the Liabilities when due and, as applicable, the case may be, in full obligations of the Obligationsany Pledgee under any guaranty thereof, each Pledgor hereby transfers, grants, bargains, sells, conveyspledges, hypothecates, pledgesassigns, transfers, sets over and delivers unto Collateral Agent, its successors the Pledgee and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Pledgee a continuing security interest in and to the following (hereinafter collectively called the "Collateral"): (a) all of Pledgor's the Ownership Interests now held and hereafter acquired by such Pledgor in any of the Pledgors, and each of their respective Subsidiaries (other than current and future Subsidiaries of VSK Electronics), at any time, including, without limitation, those Ownership Interests set forth on Schedule 2(a) attached hereto, and any certificates representing such Ownership Interests, all of the right, title and interest of such Pledgor in, to and under its respective percentage interest, shares or units as an owner of any of the Pledgors, and each of their respective Subsidiaries (aother than current and future Subsidiaries of VSK Electronics), and all investment property in respect of such Ownership Interests, including, without limitation, such Pledgor's interests in (or allocations of) the shares profits, losses, income, gains, deductions, credits or similar items of capital stock owned any of the Pledgors, or any of their respective Subsidiaries (other than current and future Subsidiaries of VSK Electronics), and the right to receive dividends or distributions of any of the Pledgors, or any of their respective Subsidiaries (other than current and future Subsidiaries of VSK Electronics), cash, other property, assets, and all options and warrants for the purchase of Ownership Interests, all of such Pledgor's rights, title and interests to receive payments of principal and interest on any loans and/or other extensions of credit made by it and listed on Schedule II hereto such Pledgor or its affiliates to such Pledgors, all of such Pledgor's voting rights, whether now existing or hereafter arising, whether arising under the terms of the articles, bylaws, the certificate of formation, the limited liability company agreement or any of the other organization documents of the Pledgors, at law or in equity, or otherwise and any shares and all of capital stock the proceeds thereof (all of any Subsidiary obtained in the future by Pledgor said Ownership Interests, certificates and the certificates representing all such shares (warrants being hereinafter collectively referred to as the "Pledged StockInterests"); provided that the Pledged Stock shall not include (i) more than 65% of the issued , and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for for, any or upon the conversion all of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and Interests; (b) all other property comprising part hereafter delivered to the Pledgee by such Pledgor in substitution for or in addition to any of the Collateral shall be accompanied by proper foregoing, all certificates and instruments of assignment duly executed by the applicable Pledgor and representing or evidencing such other instruments property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or documents as Collateral Agent may reasonably request. Each delivery otherwise distributed in respect of Pledged Securities shall be accompanied by a schedule describing or in exchange for any or all thereof; and (c) all products and proceeds of all of the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. foregoing; TO HAVE AND TO HOLD the Collateral, together with all rightrights, titletitles, interest, powersinterests, privileges and preferences pertaining appertaining or incidental thereto, unto Collateral Agentthe Pledgee forever, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter hereafter set forth. Notwithstanding the foregoing to the contrary, each Pledgor hereby agrees to execute and deliver or cause its Subsidiaries to execute and deliver, to Pledgee, upon its request from time to time, (i) a separate Share Pledge Agreement in the form attached as Exhibit 5B to the Loan Agreement with respect to the pledge of shares of any Subsidiary of the Company that is a Belgian company (other than current and future Subsidiaries of VSK Electronics) (each, a "Belgian Share Pledge Agreement") and (ii) a separate Deed of Charge over Shares in a form acceptable to Pledgee with respect to the pledge of shares of any Subsidiary of the Company that is a company formed under the laws of England and Wales (each, a "UK Share Pledge Agreement"). In the case of any conflict between this Agreement and any such Belgian Share Pledge Agreement or UK Share Pledge Agreement, the provisions of such Belgian Share Pledge Agreement or UK Share Pledge Agreement, as applicable, shall take priority over the provisions of this Agreement.

Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecatesassigns, sets over, mortgages, pledges, sets over hypothecates and delivers unto Collateral Agent, its successors and assigns, and hereby grants transfers to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor's ’s right, title and interest in, to and under the foregoing, wherever located and whether now existing or hereafter arising or acquired from time to time (ai) the any shares of capital stock stock, partnership interests (and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of such partnership), membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests”) owned by it and such Pledgor which are initially listed on Schedule II hereto and any shares of capital stock of any Subsidiary Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares Equity Interests (the "“Pledged Stock"Equity Interests”); provided that, (x) subject to the last sentence of this Section 2(a), Pledged Equity Interests of each foreign subsidiary of a Pledgor that are entitled to vote shall be limited, in the Pledged Stock shall not include (i) more than aggregate, to the pledge of 65% of the issued and outstanding shares common stock entitled to vote of such foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock certificate representing in excess of such percentage ownership and (y) interests in any Foreign Subsidiary, joint venture will not constitute Pledged Equity Interests hereunder to the extent and for so long as the documents governing such joint venture prohibit the granting of a security interest therein; (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (ix) the debt securities owned by it which are listed opposite the name of such Pledgor on Schedule II hereto, (iiy) any other debt securities in the future issued to Pledgor such Pledgor; and (iiiz) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities")securities; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (div) subject to Section 57 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 the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 57 hereof, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all proceeds (as such term is defined in the UCC) of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the "“Pledged Collateral"”). Upon Notwithstanding anything to the contrary set forth herein, Pledged Collateral shall not include any Excluded Property. Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements, continuation statements or other filings or documents for the purpose of perfecting, confirming, continuing, en- forcing or protecting the security interest granted by each Pledgor hereunder, without the signature of any Pledgors, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary contained in this Section 2, the Pledged Equity Interests shall not include the Equity Interests of any foreign subsidiary of a Pledgor if such pledge is not permitted by contract or applicable law, or if such pledge could reasonably be expected to have adverse tax consequences for the Pledgors. (b) Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement shall be a second priority lien on and security interest in Pledged Collateral and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the Senior Discharge Date (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver any of the Pledged Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Pledged Collateral to the Revolving Collateral Agent (as bailee for the Collateral Agent). In the event any Pledgor shall pledge any assets or undertake any actions to perfect or protect any liens on any assets pledged in connection with the Credit Agreement, (a) any stock certificates, notes or other securities now or hereafter included in such Pledgor shall also at the Collateral (time pledge such assets to the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by undertake such other instruments and documents as actions with respect to the Pledged Collateral Agent may reasonably request and (b) all other property comprising part for the benefit of the Collateral shall be accompanied by proper instruments of assignment duly executed Agent without request by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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 and performance, as the case may be, in full of the Obligations, each (a) The Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over grants and delivers unto Collateral assigns to the Agent, its successors and assigns, and hereby grants to Collateral Agent, its successors and assigns, for the ratable benefit of the Agent and the other Holders of Secured PartiesObligations, and grants to the Agent for the benefit of the Agent and the other Holders of Secured Obligations, a security interest in, the following (collectively, the "PLEDGED COLLATERAL"): (i) The membership interests of Pledgor in each Subsidiary of the Pledgor organized as a limited liability company and listed on Exhibit A attached hereto and made a part hereof (the "LLC SUBSIDIARIES") now or at any time or times hereafter owned by the Pledgor, and any certificates representing such membership interests (such membership interests being identified on Exhibit A, all of Pledgor's the right, title and interest of the Pledgor in, to and under its respective percentage interest, shares or units as a member in each LLC Subsidiary, including, without limitation, Pledgor's interest in (aor allocation of) the shares profits, losses, income, gains, deductions, credits or similar items of capital stock owned by it each LLC Subsidiary and listed on Schedule II hereto the right to receive distributions of each LLC Subsidiary's cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Certificate of Formation, the Limited Liability Company Agreement or any of the other organizational documents (such documents hereinafter collectively referred to as the "OPERATING AGREEMENTS") of any LLC Subsidiary, or at law or in equity, or otherwise and any shares and all of capital stock the proceeds thereof (all of any Subsidiary obtained in said membership interests, certificates, and warrants being hereinafter collectively referred to as the future "PLEDGED MEMBERSHIP INTEREST") herewith delivered to the Agent accompanied by Pledgor and the certificates representing or other writings evidencing the same, accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Agent (such shares (instruments being collectively referred to hereinafter as the "Pledged StockPOWERS"); provided that the Pledged Stock shall not include (i) more than 65% of the issued duly executed in blank, and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Membership Interest; (ii) Any additional membership interests in each LLC Subsidiary from time to time acquired by the Pledgor in any manner, and any certificates representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in each LLC Subsidiary (any such additional interests shall constitute part of the Pledged Membership Interest and the Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional interests), and all options, warrants, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion all of the securities referred to in clauses (a) such interests and (b) above; (e) subject to Section 5, all rights and privileges of Pledgor with respect will promptly thereafter deliver to the securities and other property referred to in clauses (a)Lender, (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment a certificate duly executed by the applicable Pledgor describing such percentage interests, certificates, units, options or warrants and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing certifying that the securities theretofore and then being same have been duly pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto 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.;