Common use of Pledge Clause in Contracts

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

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and it (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests in a Significant of any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively referred to herein as collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Non-U.S. Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (bb)(i) (i) the all debt securities held by such Grantor on the date hereof (including all such debt securities including, without limitation, those listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto), (ii) any all debt securities securities, in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby the all 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral.”) Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (f) above being collectively referred to as the “Pledged CollateralSecurities”)) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the 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 Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and Subsidiary, (ii) to the Excluded extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments instruments, if any, 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), ) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests in each first-tier Foreign Subsidiary directly owned by it (which such Grantor on Equity Interests constituting Pledged Stock as of the date hereof and shall be listed on Schedule II II) and any other Equity Interests in a Significant first-tier Foreign Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”)Interests; provided that the Pledged Stock pledged Equity Interests shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity InterestsSecurities; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.062.05, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a), (b) and (c) above; (ec) subject to Section 3.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (cb) above; and (fd) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged CollateralStock”). TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests secure Obligations, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests, on the terms contemplated herein.

Pledge. As security for the payment or performanceperformance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, permitted assigns for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by such Grantor on the date hereof and it (including those listed on Schedule II II) and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (it being understood B) any issued and agreed outstanding Equity Interest of any Foreign Subsidiary that such limitation shall is not apply insofar as any such Pledged Stock secures a “first tier” Foreign Obligations) and Subsidiary, (ii) to the Excluded extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the Term Credit Agreement need not be satisfied by reason of Section 6.10(g) of the Term Credit Agreement, (iv) any Equity Interests of a Subsidiary to the 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 held by such Grantor on the date hereof (including all such debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule II), (ii) any debt securities obligations now or in the future issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) to the extent evidenced thereby the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.05 hereof, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (ed) subject to Section 3.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (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”). 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, Agent and its successors and assigns, permitted assigns for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests Capital Stock owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of Capital Stock of the Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided provided, however, that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary Subsidiary; (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (iib)(i) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities securities, instruments or obligations in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 securities and instruments that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities and instruments referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”"); provided further, that (i) the Xxxxxxx Obligations shall be secured only by the Xxxxxxx Collateral and (ii) the WOW Obligations shall be secured only by the WOW Collateral (it being understood that the Xxxxxxx Collateral and the WOW Collateral shall also secure all General Obligations) and provided further that any Collateral that is neither Xxxxxxx Collateral nor WOW Collateral shall only secure the General Obligations. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Upon delivery to the Collateral Agent, its successors (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 assigns, for by such other instruments and documents as the ratable benefit Collateral Agent may reasonably request and (b) all other property comprising part of the Secured PartiesCollateral 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, forever; subject, however, to which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. For the terms, covenants and conditions hereinafter set forth.purposes of this Agreement:

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Obligations, including each Guaranty of the Obligations, each Grantor hereby assigns (i) confirms and reaffirms its prior pledge and grant in the “Pledged Collateral” (as defined in the Existing Security Agreement) and (ii) pledges to the Collateral Agent, Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other all Equity Interests owned now or hereafter directly held by such Grantor on in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the date hereof case of each of clauses (x) and (y) the Equity Interests listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor I, and the certificates certificates, if any, representing all such Equity Interests (collectively referred to herein as the “Pledged StockEquity”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by Indebtedness owed to such Grantor on the date hereof (including all such debt securities and listed opposite the name of such Grantor on Schedule II)I and any other Indebtedness (including, (iiwithout limitation, any intercompany notes) any debt securities directly obtained now or in the future issued to by such Grantor and (iii) to the extent evidenced thereby the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities Indebtedness (all the foregoing collectively referred to herein as the “Pledged Debt SecuritiesDebt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms payments of this Section 3.01; (d) subject to Section 3.06principal or interest, all dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) Pledged Equity and (c) abovePledged Debt; (ed) subject to Section 3.06‎Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a‎(a), (b) ‎(b), and (c‎(c) above; and (fe) subject to ‎Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (a‎(a) through (f‎(e) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Pledged Collateral shall include, any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II I hereto and any other Equity Interests in a Significant shares of capital stock of any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% to the extent that applicable law requires that a Subsidiary of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Pledgor issue directors' qualifying shares, such qualifying shares; (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (iib)(i) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor the Pledgor on Schedule II)I hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)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 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 I 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 or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Administrative Agent, its successors and assigns, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of the Parent Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares and (collectively referred to herein as ii) any shares of capital stock of Knowxxx Xxxctronics Japan K.K. obtained in the “future by the Parent Borrower and the certificates representing all such shares (collectively, the "Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of such 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 such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Administrative Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the Equity Interests, securities and other property referred to in clauses (a), (b), (c) and (cd) 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 “"Collateral"). Upon delivery to the Administrative Agent, (a) any certificates with respect to Equity Interests, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security (a) To secure the Obligations of each Pledgor and for the payment or performance, as the case may be, purposes set forth in full of the ObligationsSection 1 hereof, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby (i) grants to the Pledgee a first priority continuing security interest in all of the Collateral Agentowned by such Pledgor, its successors (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 (in the case of certificated Securities), duly endorsed in blank by such Pledgor in the case of Notes and accompanied by undated stock or other 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 other certificated Securities, or such other instruments of transfer as are reasonably acceptable to the Pledgee, (iii) collaterally assigns, for transfers, hypothecates, mortgages, charges and sets over to the benefit of the Secured Parties, a security interest in, Pledgee all of such Grantor’s Pledgor's right, title and interest in, to in and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor Securities (and (iii) in and to the extent evidenced thereby the promissory notes and any other all certificates or instruments evidencing such debt securities (all the foregoing collectively referred Securities), to herein as the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant Pledgee upon the terms and conditions set forth in this Agreement and (iv) collaterally transfers and assigns to the terms Pledgee all of this Section 3.01; such Pledgor's (dx) subject to Section 3.06Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all dividendsof such Pledgor's right, interest, cash, instruments title and other property from time to time received, receivable or otherwise distributed interest in respect ofeach Pledged LLC, in exchange for or upon the conversion ofeach case including, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to without limitation: -------------------------- * Deleted as the “Pledged Collateral”)executed. 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.4 130 EXHIBIT G*

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and or other Equity Interests equity interest (including any equity interest in any joint venture listed on Schedule III hereto (the "Joint Ventures")) owned by such Grantor on the date hereof it and listed on Schedule II hereto and any shares of capital stock or other Equity Interests in a Significant equity interest of or any Subsidiary or another Subsidiary which is a Guarantor hereunder Joint Ventures obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares or equity interest (collectively referred to herein as the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for 121 3 the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests or equity interest owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of the Parent Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock under this Agreement shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding shares of voting Equity Interests stock or equity interest of any Foreign Subsidiary (it being understood and agreed or any Domestic Subsidiary that such limitation shall not apply insofar as any such Pledged Stock secures has no material assets other than equity interests of one or more Foreign Obligations) and Subsidiaries or (ii) to the Excluded Equity Interests; extent that applicable law requires that a Subsidiary of the 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 such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01; hereof, (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, 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 proceeds received in respect of, the securities referred to in clauses (a), ) and (b) and (c) above; , (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; 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 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. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, any of the Borrowers or any Pledgor. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performancePledgor hereby pledges, as the case may behypothecates, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Partiestransfers, sets over and delivers unto Nx, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Nx a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the any and all shares of Nx capital stock and other Equity Interests owned by such Grantor on the date hereof and listed on Schedule II and any other Equity Interests that Pledgor now owns, in excess of 34,428 shares of Nx capital stock, or which Pledgor may receive as a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% result of exercise of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Options (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; defined below), (b) any shares of Nx capital stock received by Pledgor pursuant to the Settlement Agreement among Nx, Pledgor, and certain other persons dated December 29, 2000 (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II"Settlement Agreement"), (ii) any debt securities together with stock described in this Section 1, clause (a), the future issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”"Shares"); , (c) any and all other property that may be delivered rights to and acquire Nx capital stock pursuant to options now held by the Collateral Agent Pledgor or received by Pledgor pursuant to the Settlement Agreement, to the fullest extent provided by law (the "Options"), and (d) subject to the terms of this Section 3.01; (d) subject to Section 3.06Agreement, all dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, any and all other Proceeds received property acquired upon transfer of any of the property described in respect of, the securities referred to in preceding clauses (a), (b) and (c) above; (e) subject ), but excluding an property acquired upon transfer or in respect of, including by dividend, pursuant to Section 3.06, all rights and privileges of such Grantor with respect capital restructuring or pursuant to the securities and other property referred to in clauses Settlement Agreement, the 34,428 shares of Nx capital stock excluded from clause (a), ) above (b) and (c) above; and (f) all Proceeds of any of the foregoing property described in this sentence being the "Collateral"), in order to secure all obligations of Pledgor under the Note. To the extent that Pledgor holds Options to acquire capital stock of Nx, then upon exercise of such options from time to time Pledgor shall pay to Nx one-half of the proceeds of the sale of such stock to pay amounts due under the Note. Further, without limiting the provisions of other sections of this Agreement, from time to time, within 2 business days of a request of Pledgor, Nx will release certificates representing the Shares to the transfer agent for Nx' common stock to enable Pledgor to transfer such Shares, provided that any proceeds of such transfer, other than as provided in the previous sentence, shall be delivered to Nx to pay amounts due under the Note (or if such proceeds are not cash, to be held as Collateral hereunder). Unless proceeds of any such transfer are used to pay the Note off in full, no such transfer shall be made except in exchange for property having a fair market value at least equal to the Collateral to be transferred. In the event that certificates representing shares are not released and sent via overnight mail to Pledgor within 5 business days of Pledgor's request for such certificates (the items referred to "Determination Date"), Nx will indemnify Pledgor for any diminution in clauses (a) through (f) above being collectively referred to as value of such shares from the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, Determination Date to the terms, covenants and conditions hereinafter set forthdate that Pledgor actually receives such certificates.

Pledge. As In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, as security for the payment or performance, as the case may be, in full of the Note Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s Pledgor's right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof Pledgor and listed on Schedule II and any II, (ii) all other Equity Interests of Farmland Feed (as defined in a Significant the Credit Agreements) or any wholly owned Restricted Subsidiary of the Company or another Subsidiary Farmland Feed obtained by such Pledgor in the future which is a Guarantor hereunder required to be pledged under this Agreement pursuant to Section 11.10(b) of the Indenture, and (iii) all other Equity Interests obtained in the future by such Grantor Pledgor which are pledged to secure any Senior Obligations, and in each case the certificates certificates, if any, representing all such Equity Interests (collectively referred to herein as the “"Pledged Stock”); "): provided that the Pledged Stock shall not include (iA) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests Voting Stock of any Foreign Subsidiary Subsidiary, (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (iiB) the Capital Stock of LOL Farmland Feed SPV, LLC or any other Securitization Vehicle, or (C) any Excluded Equity InterestsSecurities; (b) (ib)(i) the debt securities held owned by such Grantor on the date hereof (including all such debt securities Pledgor and listed opposite the name of such Grantor Pledgor on Schedule II), II and (ii) any debt securities in the future issued to such Grantor Pledgor which are pledged to secure any Senior Obligations, and (iii) to the extent evidenced thereby in each case the promissory notes and any other instruments instruments, if any, evidencing such debt securities (all the foregoing collectively referred to herein as 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 Agent) pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.05, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.063.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”"). 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 for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests now owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on the date hereof Schedule II, and listed on Schedule II (ii) all certificates and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively referred to herein as collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (iA) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Subsidiary; and (it being understood B) Equity Interests in any Person that is not a Subsidiary, to the extent such assignment, pledge and agreed that grant requires, pursuant to the constituent documents of such limitation Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person, the consent of any governing body, shareholder, partner or member of such Person (other than of the Borrower or any of its Affiliates) and such consent shall not apply insofar as any such Pledged Stock secures Foreign Obligationshave been obtained (the Equity Interests so excluded under clauses (A) and (iiB) above being collectively referred to herein as the “Excluded Equity Interests”); (b) (ib)(i) the debt securities held now owned or at any time hereafter acquired by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II), and (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01and Section 3.02; (d) subject to Section 3.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests Capital Stock owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of Capital Stock of the Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided provided, however, that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary Subsidiary; (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (iib)(i) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities securities, instruments or obligations in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 securities and instruments that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities and instruments referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”"). TO HAVE AND TO HOLD ; provided further, that (i) the Pledged Xxxxxxx Obligations shall be secured only by the Xxxxxxx Collateral, together with (ii) the WOW Obligations shall be secured only by the WOW Collateral and (iii) the Southwest Obligations shall be secured only by the Southwest Collateral (it being understood that the Xxxxxxx Collateral, the WOW Collateral and the Southwest Collateral shall also secure all right, title, interest, powers, privileges General Obligations) and preferences pertaining or incidental thereto, unto provided further that any Collateral that is neither Xxxxxxx Collateral nor WOW Collateral nor Southwest Collateral shall only secure the General Obligations. Upon delivery to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.,

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Notes Collateral Agent, its successors successor and assigns, for the benefit of the Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic ObligationsGrantor, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities those listed opposite the name of such Grantor on Schedule II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of this Section 3.012.01 and Section 2.02; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). 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 forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and it (which shall be listed on Schedule II II) and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Guarantor and the any certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor and (it being understood B) any issued and agreed outstanding Equity Interest of any Foreign Subsidiary that such limitation shall is not apply insofar as any such Pledged Stock secures a “first tier” Foreign Obligations) and Subsidiary, (ii) to the Excluded extent applicable law requires that a Subsidiary of such Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement 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 held by such Grantor on the date hereof (including all such debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule II), (ii) any debt securities in the future issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3 million, and (iii) to the extent evidenced thereby the certificates, promissory notes and any other instruments instruments, if any, 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.05 hereof, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (ed) subject to Section 3.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II and II, (ii) any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (collectively referred to herein as all the foregoing, collectively, the “Pledged Stock”); provided that provided, however, that, notwithstanding anything contained herein to the contrary, the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of (x) any Foreign Subsidiary, (y) any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes (any such Domestic Subsidiary, a “DRE”) that holds 65% or more of the Capital Stock of (A) a Foreign Subsidiary, (B) another DRE that holds 65% or more of the Capital Stock of a Foreign Subsidiary and/or (C) any Domestic Subsidiary described in clause (z), or (z) any Domestic Subsidiary all or substantially all the assets of which consist of Equity Interests of any one or more (A) Foreign Subsidiary Subsidiaries and/or (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign ObligationsB) and other Domestic Subsidiaries described in this clause (iiz); (b)(i) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as foregoing, collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and (including all such Equity Interests listed on Schedule II and III), (ii) any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided (provided, however, that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; , (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule IIIII), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby 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 (or, prior to the Discharge of Term Priority Claims and with respect to the Term Facility First Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee) pursuant to the terms of this Section 3.01; , (d) subject to Section 3.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), ) and (b) and (c) above; , (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the its respective Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and or other Equity Interests equity interests owned by such Grantor on it (assuming consummation of the date hereof Transactions) and listed on Schedule II hereto and any shares of capital stock of, or other Equity Interests in equity interests in, the respective issuers listed on Schedule II and, upon acquisition thereof, any other shares required to be pledged by a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder Pledgor pursuant to Section 5.11 of the Credit Agreement obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as of JCI or of any such Pledged Stock secures Foreign Obligations) and Subsidiary of a Domestic Subsidiary of Parent, (ii) directors' qualifying shares or shares held by nominees, or (iii) the Excluded Equity Interestscapital stock of any after acquired or organized Subsidiary of a Pledgor until such time as such stock is required to be pledged pursuant to Section 5.11 of the Credit Agreement; (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor a Pledgor (other than intercompany debt securities) and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”)Stock or Pledged Debt Securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank (or in the case of shares of Mexican companies, the endorsement in guaranty of each share certificate in favor of the Collateral Agent in accordance with Mexican law) or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, 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 or and performance, as the case may be, in full of the Guaranteed Obligations, each Grantor Pledgor hereby assigns and pledges 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, in all of such Grantor’s 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, including such Grantor on Equity Interests of the date hereof 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, membership interests and other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such shares, membership interests or other Equity Interests (collectively referred to herein as the “Pledged Stock”"PLEDGED INTERESTS"); provided PROVIDED that the Pledged Stock Interests shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (bb)(i) (i) the all debt securities held owned by such Grantor on the date hereof (Pledgor, including any intercompany advances and indebtedness, all such debt securities of which are listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as "PLEDGED DEBT SECURITIES", and together with the “Pledged Debt Securities”Interests, the "PLEDGED SECURITIES"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, 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 (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to herein as the “"PLEDGED COLLATERAL"). Upon delivery to the Collateral Agent, (a) any debt or equity, any promissory notes, stock certificates or other securities now or hereafter included in 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 or performance, as the case may be, in full of the Secured Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such the Grantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II 4 and (ii) any other Equity Interests exclusively associated with its Membership (including the Grantor’s interests in a Significant Subsidiary any NHL Entity or another Subsidiary which is a Guarantor hereunder any other NHL affiliated entities) or constituting Core Collateral, in each case, obtained in the future by such the Grantor and the certificates representing all such Equity Interests (collectively referred to herein as collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (iib)(i) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such the Grantor on Schedule II)5, (ii) any debt securities in the future issued to such the Grantor exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other NHL affiliated entities) and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), it being understood and agreed that the Pledged Debt Securities shall not include debt securities issued to the Grantor by its Affiliates; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (ed) subject to Section 3.062.06, all rights and privileges of such the Grantor that are described in Section 2.06 with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, Collateral 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 forthforth in this Agreement and the other Loan Documents.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby hypothecates, pledges, assigns as security and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as collectively, the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding shares of voting Equity Interests capital stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor Pledgor on Schedule IIII hereto (including the Puerto Rican Notes), (ii) any debt securities of any other Pledgor or any Foreign Subsidiary in the future issued to or held by such Grantor Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities securities, interests and other property referred to in clauses (a), (b) and ), (cc)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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities (including the Pledged Collateral”)Debt 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 indorsement or other instruments of transfer reasonably satisfactory to the Collateral Agent with, if the Collateral Agent so requests, signature guaranteed, and by such other indorsement, 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 each Pledgor and such other indorsement, 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 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, subject to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Noteholder Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral AgentPledgee, its successors and assigns, for the benefit of itself and the other Noteholder Secured Parties, and hereby grants to the Collateral AgentPledgee, its successors and assigns, for the benefit of itself and the other Noteholder Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ai) the any shares of capital stock and stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests Interests”) owned by such Grantor on the date hereof and Pledgor which are initially listed on Schedule II hereto and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged StockEquity Interests”); provided provided, that the Pledged Stock Equity Interests of each Foreign Subsidiary of a Pledgor shall not include (i) insofar as they secure Domestic Obligationsbe limited, more than in the aggregate, to the pledge of 65% of the issued and outstanding voting Equity Interests of such Foreign Subsidiary, notwithstanding the delivery by any Foreign Subsidiary 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 (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligationsto the extent prohibited by the organization documents of the relevant joint venture) and or the stock of Unrestricted Subsidiaries; (ii) the Excluded Equity Interests; (b) (iA) the debt securities held owned by such Grantor on the date hereof (including all such debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (iiB) any other debt securities in the future issued to such Grantor Pledgor; and (iiiC) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”)securities; (ciii) all other property that may be delivered to and held by the Collateral Agent Pledgee pursuant to the terms of this Section 3.01hereof; (div) subject to Section 3.067 hereof, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (bi) and (cii) above; (ev) subject to Section 3.067 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (fvi) all Proceeds 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”). TO HAVE AND TO HOLD Without limiting the Pledged Collateralforegoing, together with all rightPledgee is hereby authorized to file one or more financing statements, title, interest, powers, privileges and preferences pertaining continuation statements or incidental thereto, unto the Collateral Agent, its successors and assigns, other filings or documents 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 forthPledgee as secured party.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the Excluded Equity Interestsextent 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 such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to 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 or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns (i) confirms and pledges acknowledges the Collateral Agent's continuing security interests, for the ratable benefit of the Secured Parties, in all of the collateral secured under the Existing Pledge Security Agreements and (ii) bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and 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, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the any shares of capital stock and stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the "Equity Interests Interests") owned by such Grantor on the date hereof and Pledgor which are listed on Schedule II hereto and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (collectively referred to herein as the “"Pledged Stock”Equity Interests"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic ObligationsEquity 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, more than (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 voting common stock 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; (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 Foreign Subsidiary claims held by such Pledgor against any Person in connection with any process of such person under the Bankruptcy Code, which Equity Interests have been held by such Pledgor for less than thirty (it being understood and agreed that 30) days from the date of receipt of such limitation shall not apply insofar as any Equity Interests by such Pledged Stock secures Foreign Obligations) and (ii) Pledgor are excluded from the Excluded Equity InterestsSecurity Interest created by this Agreement; (b) (ib)(i) the debt securities held owned by such Grantor on the date hereof (including all such debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor 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 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) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”)securities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.067 hereof, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.067 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”"). TO HAVE AND TO HOLD Without limiting the Pledged Collateralforegoing, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral AgentAgent is hereby authorized to file one or more financing statements, its successors and assigns, continuation statements or other filings or documents for the ratable benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Pledgor, forever; subjectwithout the signature of any Pledgors, however, to and naming any Pledgor or the terms, covenants Pledgors as debtors and conditions hereinafter set forththe Collateral Agent as secured party.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, assigns as security and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests and Rights owned by such Grantor on the date hereof it and listed on Schedule II hereto and any shares of capital stock and other Equity Interests in a Significant and Rights of any Restricted Subsidiary or another Subsidiary which is a Guarantor hereunder any other person obtained in the future by such Grantor Pledgor and the any and all certificates representing all such Equity Interests the foregoing (collectively referred to herein as collectively, the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding shares of voting Equity Interests capital stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares and (iii) any such capital stock, Equity InterestsInterests and Rights set forth on Schedule III, not evidenced by a certificate and subject to a perfected security interest under the Security Agreement; (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities of any other Pledgor or any Restricted Subsidiary in the future issued to or held by such Grantor Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities securities, interests and other property referred to in clauses (a), (b), (c) and (cd) 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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any certificates, notes or other securities (including the Pledged Collateral”)Debt Securities) now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock or bond powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other indorsements, 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 each Pledgor and such other indorsements, 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 delivery of Pledged Stock shall be accompanied by a schedule describing any capital stock, Equity Interests and Rights theretofore and then being pledged hereunder which are in uncertificated form, which schedule shall be attached hereto as Schedule III and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Administrative Agent, its successors and assigns, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and it which are listed on Schedule II hereto and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (collectively referred to herein as the “"Pledged Stock”Interests"); provided that the Pledged Stock Interests shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests common stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity InterestsSubsidiary; (b) (ib)(i) the debt securities held owned by such Grantor on the date hereof (including all such debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor Pledgor (except for debt securities evidencing loans permitted under clauses (g), (i), (j) or (k) of Section 6.04 of the Credit Agreement in a principal amount of not more than $25,000 so long as the aggregate principal amount of all such debt securities does not exceed $100,000 at any time) and (iii) to the extent evidenced thereby 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 the Collateral Administrative Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Administrative Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% (or such lesser percentage of stock as will not result in the adverse tax consequences to the Pledgor or any other Subsidiary of Catalytica (direct or indirect) or to Catalytica) of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor the Pledgor on Schedule IIII hereto (but excluding notes evidencing loans and advances to employees of Catalytica and its subsidiaries as permitted by Section 6.04(h) of the Credit Agreement), (ii) any debt securities in the future issued to such Grantor the Pledgor (but excluding notes evidencing loans and advances to employees of Catalytica and its subsidiaries as permitted by Section 6.04(h) of the Credit Agreement) and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) aboveabove (which property does not include Catalytica Combustion's ownership interest in Genxon Power Systems, LLC); 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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor The Pledgor hereby assigns and pledges to the Collateral Agent, its successors Secured Parties all of the shares of beneficial interest in the Tenant (the “Pledged Shares”) listed in Exhibit A attached hereto and assigns, for all other shares of beneficial interest in the benefit Tenant in which the Pledgor may have rights from time to time and any other securities or other investment property and other collateral of the Pledgor now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Parties, and hereby grants to the Collateral Agentin each case, its successors all certificates representing such Pledged Shares or other investment property or collateral, and assignsall rights, for the benefit options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Secured PartiesPledged Shares, a security interest in, together with all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% proceeds of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II)foregoing, (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06including, without limitation, all dividends, interest, cash, instruments and notes, securities or other property from time to time receivedacquired, receivable or otherwise distributed in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities referred to in clauses (a)foregoing, (b) the Pledged Shares and (c) above; (e) subject to Section 3.06any additional securities or collateral pledged hereunder, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a)collectively, (b) and (c) 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”), and the Pledgor hereby grants to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (as hereinafter defined). TO HAVE AND TO HOLD The Pledgor has delivered to and deposited with the Secured Parties any and all certificates or other instruments representing the Pledged Collateral and undated trust share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations. If in the future the Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, the Pledgor shall immediately and without notice deliver the same to the Secured Parties together with all rightundated trust share powers endorsed in blank, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, as security for the ratable benefit payment and performance of all of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthObligations.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and it (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests in a Significant of any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively referred to herein as collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligationsany Equity Interests owned directly by Crown Holdings, (ii) more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Non-Domestic Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and or (iii) to the extent evidenced thereby that applicable law requires that a Subsidiary of the promissory notes and any other instruments evidencing Pledgor issue directors’ qualifying shares, such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”)qualifying shares; (cb) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (dc) subject to Section 3.065, all payments of dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a), (b) and (c) above; (ed) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (fe) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral”). Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (f) above being collectively referred to as the “Pledged CollateralSecurities”)) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the 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. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

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

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock and other Equity Interests owned by such Grantor it on the date hereof (including all such shares and Equity Interests listed on Schedule II II) and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Grantor, and the certificates representing all such the foregoing shares and Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (bii) (i) the all debt securities or Indebtedness (including intercompany Indebtedness) held by such Grantor it on the date hereof (including all such debt securities or Indebtedness listed opposite the name of such Grantor on Schedule II)) and, (ii) to the extent required hereunder, any debt securities or Indebtedness in the future issued to or held by such Grantor Grantor, and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities or Indebtedness (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); (ciii) all other property that may be delivered pledged to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (div) subject to Section 3.06all payments of principal or interest, all dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (bi) and (cii) above; (ev) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (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”). TO HAVE AND TO HOLD ; provided that neither the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Pledged Debt Securities nor the Pledged 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 forthshall include any Excluded Property.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns grants, hypothecates and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of the Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities or instruments in the future issued to such Grantor held the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (c) aboveb); (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (c) aboved); 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”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Upon delivery to the Collateral Agent, its successors (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 assigns, for by such other instruments and documents as the ratable benefit Collateral Agent may reasonably request and (b) all other property comprising part of the Secured PartiesCollateral 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, forever; subject, however, to the terms, covenants which schedule shall be attached hereto as Schedule II and conditions hereinafter set forthmade a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and it (which shall be listed on Schedule II II) and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor and (it being understood B) any issued and agreed outstanding Equity Interest of any Foreign Subsidiary that such limitation shall is not apply insofar as any such Pledged Stock secures a “first tier” Foreign Obligations) and Subsidiary, (ii) to the Excluded extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity InterestsInterests 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, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule II), (ii) any debt securities in the future issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $2,000,000, and (iii) to the extent evidenced thereby the certificates, promissory notes and any other instruments instruments, if any, 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.05 hereof, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (ed) subject to Section 3.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (fe) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fc) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral 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 Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and Subsidiary, (ii) to the Excluded extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Xxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Xxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments instruments, if any, 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), ) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor Pledgor on Schedule II), I hereto and all shares of the capital stock of any Subsidiary hereafter acquired by such Pledgor (iithe "Pledged Stock") any debt securities in and the future issued to such Grantor and certificates representing the Pledged Stock; (iiib) to the extent evidenced thereby the promissory notes listed opposite the name of such Pledgor on Schedule I hereto and any all promissory notes or other instruments evidencing such debt securities of any Subsidiary hereafter acquired by such Pledgor (all the foregoing collectively referred to herein as "Pledged Notes") and the “certificates representing the Pledged Debt Securities”)Notes; (c) all other property that which may be delivered to and held by the Collateral Security Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.062.04, all payments of dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 3.062.04, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as called the “Pledged "Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences references pertaining or incidental thereto, unto the Collateral Security Agent, its successors and its assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests or equity interest owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of the Parent Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock under this Agreement shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock or equity interest of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 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. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, the Borrowers or any Pledgor. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Subsidiary Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Collateral Trustee, its successors and assigns, and hereby grants to the Collateral AgentTrustee, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Subsidiary Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of any Subsidiary or another Subsidiary which is a Guarantor hereunder any other person obtained in the future by such Grantor Subsidiary Pledgor and required by the Credit Agreement to be pledged hereunder and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of such Subsidiary 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 such name of such Grantor Subsidiary Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to or held by such Grantor Subsidiary Pledgor and required by the Credit Agreement to be pledged hereunder and (iii) to the extent evidenced thereby 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 the Collateral Agent Trustee pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.066, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.066, all rights and privileges of such Grantor the Subsidiary Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) 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 “"Collateral"). Upon delivery to the Collateral Trustee, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Trustee and by such other instruments and documents as the Collateral Trustee may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Subsidiary Pledgor and such other instruments or documents as the Collateral Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and stock, membership interests or other Equity Interests equity interests owned by such Grantor on the date hereof and it all of which are listed on Schedule II hereto and any shares of capital stock, membership interests or other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder equity interests obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares, membership interests or other equity interests (collectively referred to herein as the “"Pledged Stock”Interests"); provided that the Pledged Stock Interests shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (ib)(i) the debt securities held owned by such Grantor on the date hereof (including it all such debt securities of which are listed opposite the name of such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns grants, hypothecates and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of the Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities or instruments in the future issued to such Grantor held the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distrib uted, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (c) aboveb); (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (c) aboved); 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”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Upon delivery to the Collateral Agent, its successors (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 assigns, for by such other instruments and documents as the ratable benefit Collateral Agent may reasonably request and (b) all other property comprising part of the Secured PartiesCollateral 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, forever; subject, however, to the terms, covenants which schedule shall be attached hereto as Schedule II and conditions hereinafter set forthmade a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of its Secured Obligations on and after the ObligationsRestructuring Date, each Grantor Guarantor (to the extent owning Pledged Stock) hereby assigns and pledges to the Collateral Agent (to be held until the First Lien Termination Date by the First Lien Collateral Agent as collateral agent for the ratable benefit of the First Lien Secured Parties and as bailee for the Collateral Agent as collateral agent for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, on the basis set forth on the signature page executed by the First Lien Collateral Agent (in such capacity, the "Bailee")), its successors and assigns, for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, and hereby grants, with effect on and after the Restructuring Date, to the Collateral Agent, its successors and assigns, for the benefit of ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, a security interest in, in all of such Grantor’s Guarantor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by such Grantor it on the date hereof and Restructuring Date (which shall be listed on Schedule II I) and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Guarantor and the any certificates representing all such Equity Interests (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (ix) insofar as they secure Domestic Obligations, more than 65% to the extent applicable law requires that a Subsidiary of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that Guarantor issue directors' qualifying shares, such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) shares or nominee or other similar shares and (iiy) the Excluded any Equity InterestsInterest that constitutes an unlimited liability interest; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.05, all payments of dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a), (b) and Pledged Stock; (c) above; (e) subject to Section 3.063.05, all rights and privileges of such Grantor the Guarantor with respect to the securities Pledged Stock and other property referred to in clauses (a), clause (b) and (c) 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 “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 benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and stock, membership interests or other Equity Interests equity interests owned by such Grantor on it as of the date hereof and all of which are listed on Schedule II hereto and any shares of capital stock, membership interests or other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder equity interests obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares, membership interests or other equity interests (collectively referred to herein as the “Pledged StockInterests”); provided that the Pledged Stock Interests shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and Subsidiary, (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares, (iii) shares of capital stock, membership interests or other equity interests owned by SunCom Wireless Investment other than the capital stock of the Borrower owned by it and (iv) shares of capital stock, membership interests or other equity interests of Triton License Newco, LLC at any time from or after the First Closing (as defined in the Exchange Agreement) or of Triton Network SMLLC, LLC at any time; (b) (ib)(i) the debt securities held owned by such Grantor on it as of the date hereof (including all such debt securities of which are listed opposite the name of such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include debt securities held or owned by SunCom Wireless Investment (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.066, all payments of principal or interest, dividends, interest, 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 (a), (b) and (cb) above; (e) subject to Section 3.066, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 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. Notwithstanding anything to the contrary contained herein, no property or asset of SunCom Wireless Investment shall be, or be deemed to be, Collateral for any purposes of this Agreement, the Term Loan Agreement or any other Loan Document, other than the capital stock of the Borrower owned by SunCom Wireless Investment. 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. Anything contained in this Agreement to the contrary notwithstanding, the obligations secured by the pledge made by each Pledgor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Pledgor’s pledge hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Pledgor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Pledgor (a) in respect of intercompany indebtedness to the Borrower or Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount of the obligations secured by the pledge made by such Pledgor hereunder and (b) under any Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which Guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such Pledgor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Pledgor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Pledgor and other Affiliates of the Borrower of obligations arising under Guarantees by such parties (including the Indemnity, Subrogation and Contribution Agreement).

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns pledges and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of the Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of such 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 such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”)Stock, Pledged Debt Securities 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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors successor and assigns, for the benefit of the Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic ObligationsGrantor, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities those listed opposite the name of such Grantor on Schedule II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets or Equity Interests of Immaterial Subsidiaries (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.012.01 and Section 2.02; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (f) above being collectively referred to as the “foregoing, 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 shall not include Excluded Assets of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthany kind.

Pledge. As security for the payment or performance, as the case may be, in full of its Secured Obligations on and after the ObligationsRestructuring Date, each Grantor Guarantor (to the extent owning Pledged Stock) hereby assigns and pledges to the Collateral Agent (to be held until the First Lien Termination Date by the First Lien Collateral Agent as collateral agent for the ratable benefit of the First Lien Secured Parties and as bailee for the Collateral Agent as collateral agent for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, on the basis set forth on the signature page executed by the First Lien Collateral Agent (in such capacity, the "BAILEE")), its successors and assigns, for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, and hereby grants, with effect on and after the Restructuring Date, to the Collateral Agent, its successors and assigns, for the benefit of ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, a security interest in, in all of such Grantor’s Guarantor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by such Grantor it on the date hereof and Restructuring Date (which shall be listed on Schedule II SCHEDULE I) and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Guarantor and the any certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”"PLEDGED STOCK"); provided PROVIDED that the Pledged Stock shall not include (ix) insofar as they secure Domestic Obligations, more than 65% to the extent applicable law requires that a Subsidiary of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that Guarantor issue directors' qualifying shares, such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) shares or nominee or other similar shares and (iiy) the Excluded any Equity InterestsInterest that constitutes an unlimited liability interest; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.05, all payments of dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a), (b) and Pledged Stock; (c) above; (e) subject to Section 3.063.05, all rights and privileges of such Grantor the Guarantor with respect to the securities Pledged Stock and other property referred to in clauses (a), clause (b) and (c) 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 “Pledged Collateral”"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 benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, forever; subjectSUBJECT, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as ------- the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in (a) all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II I hereto and any other Equity Interests in shares of capital stock of any Restricted Subsidiary created or acquired by the Pledgor, and any Subsidiary upon becoming a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Restricted Subsidiary, and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligationsnot, more than 65% to the extent that ------------- -------- applicable law requires that a Restricted Subsidiary of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that Pledgor issue directors' qualifying shares, include such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interestsqualifying shares; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (dc) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a), (b) and (c) above; (ed) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (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 the Collateral Agent, any Pledged Collateral”)Stock now or hereafter included in the Collateral 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. Each delivery of Pledged Stock shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood if, and agreed that such limitation shall not apply insofar as to the extent that, the pledge of a greater percentage would have adverse tax consequences for the Borrower or any such Pledged Stock secures Foreign Obligations) and Subsidiaries or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns pledges and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests now owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule 8(a) or (b) to the date hereof Perfection Certificate, and listed on Schedule II (ii) all certificates and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively referred to herein as collectively, the “Pledged StockEquity Interests”); , provided that the Pledged Stock Equity Interests shall not include (iA) insofar Equity Interests in any Person other than wholly-owned Subsidiaries to the extent not permitted by the terms of such Person’s organizational or joint venture documents (for so long as they secure Domestic Obligations, more such Person remains a non-wholly owned Subsidiary) and (B) any Equity Interests in a Foreign Subsidiary or CFC Holdco other than 65% of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of any Foreign Subsidiary first-tier CFC or CFC Holdco (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligationsthe interests so excluded under clauses (A) and (iiB) above being collectively referred to herein as the “Excluded Equity Interests”); (b) (i) the debt securities held securities, promissory notes and all other instruments now owned or at any time hereafter acquired by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) 9 to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities Perfection Certificate (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.013.01 and Section 3.02; (d) subject to Section 3.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD Notwithstanding anything herein to 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, howevercontrary, to the termsextent and for so long as any asset is an Excluded Asset, covenants the security interest granted under this Section shall not attach to, and conditions hereinafter set forthPledged Collateral shall not include, such asset (it being understood that the security interest shall immediately attach to, and Pledged Collateral shall immediately include, any such asset (or any portion thereof) upon such asset (or such portion thereof) ceasing to be an Excluded Asset).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock and other all Equity Interests owned held by such Grantor on the date hereof it and listed on Schedule II and II, any Equity Interests with respect to any of the Subsidiaries listed on Schedule IV, any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and and, subject to Section 3.03(i), the certificates certificates, if any, representing all such Equity Interests (collectively referred to herein as the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (iA) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (it being understood and agreed D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any Person (other than the Borrower) that such limitation shall is not apply insofar as any such Pledged Stock secures Foreign Obligations) a direct or indirect, wholly owned Material Subsidiary of the Borrower and (iiF) Equity Interests of any Subsidiary with respect to which the Excluded Administrative Agent and the Borrower determine in their reasonable judgments that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity InterestsInterests is excessive in view of the benefits to be obtained by the Secured Parties; (bii)(A) (i) subject to Section 3.03(i), the debt securities held promissory notes and instruments evidencing indebtedness owned by such Grantor on the date hereof (including all such debt securities it and listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iiiB) to the extent evidenced thereby the promissory notes and any other instruments evidencing indebtedness obtained in the future by such debt securities Grantor (all the foregoing promissory notes and instruments referred to in clauses (A) and (B) of this clause (ii) are collectively referred to herein as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01Agreement; (div) subject to Section 3.062.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (bi) and (cii) above; (ev) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of all obligations of the Issuers and the Subsidiary Pledgors under the Indenture, the Notes and the other Indenture Documents, including obligations to the Trustee and the Collateral Agent, whether for payment of principal of, interest on or additional interest, if any, on the Notes and all other monetary obligations of the Issuers and the Subsidiary Pledgors under the Indenture, the Notes and the other Indenture Documents, whether for fees, expenses, indemnification or otherwise (referred to collectively as the "Obligations"), each Grantor Pledgor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a second-priority security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and 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 Interests") owned by such Grantor on the date hereof and it which are listed on Schedule II hereto and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (collectively referred to herein as the “"Pledged Stock”Interests"); provided that (i) the Pledged Stock Interests shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and Subsidiary, (ii) the Excluded Pledged Interests shall not include any Equity InterestsInterests in any Foreign Joint Venture Company (as defined in the Credit Agreement) to the extent that such a Pledge is prohibited by the constitutive documents of such Foreign Joint Venture Company or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b) (ib)(i) the debt securities held owned by such Grantor on the date hereof (including all such debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby 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 has been or may be delivered to and held by the Senior Agent (or, if the First-Lien Termination Date (as defined in the Security Agreement) has occurred, the Collateral Agent Agent) pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Senior Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), (a) any Pledged Collateral”)Interests, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") have been or shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Senior Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) and by such other instruments and documents as the Senior Agent (or, if the First-Lien Termination Date has occurred, 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 Senior Agent (or, if the First-Lien Termination Date has occurred, 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 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 for the payment or performance, as the case may be, in full of the Foreign Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and it, including those listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor in respect of its Equity Interests in the issuers identified on Schedule II hereto to the extent that such Equity Interests are not pledged under the U.S. Collateral Agreement and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other instruments evidencing such debt securities similar shares, (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (db) subject to Section 3.062.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a)) above, (b) and (c) above; (e) subject to Section 3.062.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b) above and (c) 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 “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including those under the Guaranty, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock and other all Equity Interests owned held by such Grantor on the date hereof it and listed on Schedule II I and any other Equity Interests obtained in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it and listed on Schedule I, any debt securities obtained in the future by such Grantor and the certificates representing all such Equity Interests promissory notes and any other instruments evidencing any debt (collectively referred to herein as the “Pledged StockDebt”); provided that the Pledged Stock Debt shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity InterestsSecurity; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby 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 is required to be delivered to and held by the Collateral Administrative Agent pursuant to the terms of the Credit Agreement or this Section 3.012.01; (div) subject to Section 3.062.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) Pledged Equity and (c) abovePledged Debt; (ev) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (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”); provided, however, that in no event shall Pledged Collateral include any Investment Property with respect to which a Grantor is treated as having a “security entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Article 3. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and stock, membership interests or other Equity Interests equity interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any shares of capital stock, membership interests or other Equity Interests in a Significant equity interests of the Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such shares, membership interests or other equity interests (collectively, the "Pledged Equity Interests (collectively referred to herein as the “Pledged Stock”Interests"); provided that the Pledged Stock Equity Interests shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock, membership interests or other equity interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities securities, membership interests, other equity interests and other property referred to in clauses (a), (b), (c) and (cd) 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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, membership interest certificates, certificates with respect to other equity interests, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. 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 4 4 Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothe xxxxx, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of the Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligationsinclude, more than 65% to the extent that applicable law requires that a Subsidiary of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Pledgor issue directors' qualifying shares, such qualifying shares; (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (iib)(i) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.066, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.066, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock or note powers 220 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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations to the Administrative Agent and each Lender and each other holder of any of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and (including all such Equity Interests listed on Schedule II and II) (other than Equity Interests that constitute Permitted Investments, (ii) any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder (other than Equity Interests that constitute Permitted Investments) obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Subsidiary, (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II) (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 such Grantor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), ) and (b) and above, (c) above; (ed) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; , and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Notes Collateral Agent, its successors successor and assigns, for the benefit of the Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic ObligationsGrantor, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities those listed opposite the name of such Grantor on Schedule II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of this Section 3.012.01 and Section 2.02; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (f) above being collectively referred to as the “foregoing, 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 shall not include Excluded Assets of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthany kind.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (a) the shares of capital stock and other any Equity Interests owned by such Grantor on it as of the date hereof and Issue Date (which shall be listed on Schedule II in accordance with and to the extent required by Section 3.03(a) hereof) and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the any certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting equity interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares, or (iii) any Equity Interests of any Foreign a person that is not directly a Subsidiary (it being understood and agreed that of such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity InterestsGrantor; (b) (ib)(i) the debt securities held by such Grantor on as of the date hereof Issue Date (including all such debt securities which shall be listed opposite the name of such Grantor on Schedule IIII in accordance with and to the extent required by Section 3.03(a) hereof), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby the any promissory notes and any other instruments instruments, if any, held by such Grantor and evidencing such debt securities Indebtedness of the Issuer or any Subsidiary thereof, and (all iv) the foregoing collectively referred to herein as Intercompany Note (collectively, the “Pledged Debt SecuritiesDebt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.06 hereof, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (ed) subject to Section 3.063.06 hereof, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (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”); provided, however, that Pledged Collateral and all of the components of Pledged Collateral including Pledged Stock, Pledged Debt and the collateral specified in clauses (c) and (d) above shall not include Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock and other all Equity Interests owned held by such Grantor on the date hereof it and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (iA) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Subsidiary, (it being understood and agreed that B) Equity Interests of Unrestricted Subsidiaries (until such limitation shall not apply insofar time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (B) shall no longer apply to the Equity Interests of such Pledged Stock secures Subsidiary), (C) Equity Interests of any Subsidiary of a Foreign ObligationsSubsidiary, (D) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower and (iiE) specifically identified Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders; (ii)(A) the Excluded Equity Interests; (b) (i) the debt securities held promissory notes and any instruments evidencing indebtedness owned by such Grantor on the date hereof (including all such debt securities it and listed opposite the name of such Grantor on Schedule II), II and (iiB) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future issued to by such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.012.01; (div) subject to Section 3.06all payments of principal or interest, all dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (bi) and (cii) above; (ev) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (fvi) all Proceeds of 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”). 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 or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as to the extent the pledge of any such Pledged Stock secures Foreign Obligations) and greater percentage would result in adverse tax consequences to Parent, (ii) to the Excluded Equity Interests; (b) (i) the debt securities held by extent applicable law requires that a subsidiary of such Grantor issue directors' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny's Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Simeus Holdings, Inc. to the extent that on the date hereof such Equity Intxxxxxx are received the Equity Rights Agreement entered into as of August 30, 2001, by and among Simeus Holdings, Inc. and Denny's Holdings restricts the pledge of sxxx Xxuity Interest; (including all such b)(i) the debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments instruments, if any, 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect respe ct of, the securities referred to in clauses (a), ) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds of any of the [[NYCORP:2304021v10:4272D:09/26/03--03:05 p]] foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests of the Borrower and each Subsidiary owned by such Grantor on the date hereof it and listed on Schedule II and any other Equity Interests in a Significant or the Borrower and each Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary (it being understood and agreed that directly owned by such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and Grantor, (ii) to the Excluded extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares and (iii) any Equity InterestsInterests described in Section 5.12(c)(iii) of the Credit Agreement; (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor by Holdings, the Borrower or any Subsidiary and (iii) to the extent evidenced thereby the certificates, 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Investor Revolver Obligations, each Grantor Pledgor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and it which are listed on Schedule II hereto and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (collectively referred to herein as the “"Pledged Stock”Interests"); provided that the Pledged Stock Interests shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and Subsidiary, (ii) the Excluded Equity Interestsoutstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation r (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b) (ib)(i) the debt securities held owned by such Grantor on the date hereof (including all such debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of such Pledgor with respect to the securities and other property ref erred to in clauses (a), (b), (c) and (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (cd) 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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”Interests, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the secur ities 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. Any security interest granted hereunder shall be subject to the prior lien and security interest granted under the Bank Loan Documentation as security for the payment or performance, as the case may be, in full of the Bank Revolver Obligations (the "Senior Security Interest"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Term Loan Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesParties that are Term Lenders, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds proceeds of any of the foregoing (all the items referred 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) through any stock certificates, notes or other securities now or hereafter included in the Collateral (f) above being collectively referred to as the “Pledged CollateralSecurities”)) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the 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 (subject to the priorities and limitations set forth above), forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II 1 hereto and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests, including for the avoidance of doubt, any certificates obtained by each Pledgor representing Equity Interests in Minority Investments (collectively referred to herein as the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligationsany Equity Interests in a Foreign Subsidiary (x) that is not held directly by the Borrower and (y) that does not constitute a Material Foreign Subsidiary, (ii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Subsidiary, (it being understood and agreed that such limitation shall not apply insofar as iii) any such Pledged Stock secures Foreign Obligations) and Equity Interests in a Minority Investment with an aggregate fair market value of less than or equal to $10,000,000 (ii) determined at the Excluded Equity Interests; (b) (i) time of the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name initial acquisition of such Grantor on Schedule II)Equity Interests and at the time of any acquisition of additional Equity Interests in such Minority Investment) or (iv) any Equity Interests not required to be pledged hereunder in accordance with Sections 10.1(j) or 10.1(k) of the Credit Agreement, (iib)(i) any debt securities in the future issued to such Grantor Pledgor evidencing Indebtedness in excess of $5,000,000 received by such Pledgor in connection with any disposition of assets pursuant to Section 10.4(b) of the Credit Agreement and (iiiii) to the extent evidenced thereby the any promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively debt securities, promissory notes and other instruments referred to herein in clauses (b)(i) and (ii) are referred to hereinafter as the “"Pledged Debt Securities”Debt"); , (c) subject to Section 7, all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01; hereof, (d) subject to Section 3.067, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), ) and (b) and (c) above; , (e) subject to Section 3.067, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and it that are listed on Schedule II and hereto and, subject to applicable law, any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged StockInterests”); , provided that, to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, the Pledged Stock Interests shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interestsqualifying shares; (b) (ib)(i) the debt securities held owned by such Grantor on the date hereof (including all such debt securities it that are listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) subject to applicable law, any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Perfection Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 the Perfection Agent, (x) any Pledged Interests in certificated form, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Perfection Agent and by such other instruments and documents as the Perfection Agent may reasonably request and (y) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Perfection Agent may reasonably request. Each delivery of Pledged 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 Perfection 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. Notwithstanding anything in this Agreement or any other Indenture Document to the contrary, the Collateral shall not include any securities or other property referred to in clauses (a) through (f) above, or any rights and privileges with respect to, or proceeds of, any of such securities or other property, (i) if granting a security interest in such securities or other property would (x) violate the law of the jurisdiction in which such securities or other property are located or the law of the jurisdiction where the Person owning such securities or property is organized, (y) violate the terms of any material contract binding on the Issuer, the Company or any of its Subsidiaries (but only to the extent that the restrictions in all such contracts, taken as a whole, do not materially limit the Collateral that would otherwise be pledged pursuant to the Collateral Requirement to secure the Secured Obligations) or (z) result in a material adverse tax consequence to the Guarantor granting such security interest (as determined reasonably by the Board of Directors) or (ii) if the cost to the Company, the Issuer or any Grantor of granting and perfecting a Lien in such securities or other property would be excessive in view of the related benefits to be received by the Secured Parties therefrom (as determined reasonably by the Board of Directors), provided, however, that, notwithstanding clauses (i) and (ii) of this paragraph, the Notes Parties shall grant a security interest in such securities or property and execute such documentation and take such actions required to perfect any such security interest, as the case may be, (I) to the extent that the Notes Parties grant such security interests or execute such documentation or take any such other action for perfection thereof for the benefit of the First Priority Representative under the Senior Credit Facility and (II) in accordance with the provisions of Section 11.01(g) of the Indenture.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and it (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests in a Significant of any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively referred to herein as collectively, the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligationsany Equity Interests owned directly by Crown Holdings, (ii) more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Non-Domestic Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and or (iii) to the extent evidenced thereby that applicable law requires that a Subsidiary of the promissory notes and any other instruments evidencing Pledgor issue directors' qualifying shares, such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”)qualifying shares; (cb) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (dc) subject to Section 3.065, all payments of, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a), (b) and (c) above; (ed) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (fe) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the "Collateral."). Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (fthe "Pledged Securities") above being collectively referred shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the “Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Collateral”)Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the 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. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Public Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Public Debt or (ii) the Public Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Public Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of the Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and or other Equity Interests equity interest (including any equity interest in any joint venture listed on Schedule III hereto (the "Joint Ventures")) owned by such Grantor on the date hereof it and listed on Schedule II hereto and any shares of capital stock or other Equity Interests in a Significant equity interest of or any Subsidiary or another Subsidiary which is a Guarantor hereunder Joint Ventures obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares or equity interest (collectively referred to herein as the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and or other Equity Interests equity interest (including any equity interest in any joint venture listed on Schedule III hereto (the "Joint Ventures")) owned by such Grantor on the date hereof it and listed on Schedule II hereto and any shares of capital stock or other Equity Interests in a Significant equity interest of or any Subsidiary or another Subsidiary which is a Guarantor hereunder Joint Ventures obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares or equity interest (collectively referred to herein as the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities other than such promissory notes and instruments which in the aggregate do not exceed $250,000 (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests of any Person (including, without limitation, the Borrower and each Subsidiary) owned by such Grantor it on the date hereof or at any time thereafter acquired by it, and listed on Schedule II in all certificates at any time representing any such Equity Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests in a Significant Subsidiary of any Person that may be issued or another Subsidiary which is a Guarantor hereunder obtained in the future by granted to, or held by, such Grantor and the certificates representing all such Equity Interests while this Agreement is in effect (collectively referred to herein as collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the issued and outstanding voting Equity Interests power of any all classes of capital stock of such Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interestsentitled to vote; (b) (i) the all debt securities and promissory notes held by by, or owed to, such Grantor (whether the respective issuer or obligor is the Borrower, any of its Subsidiaries or any other Person) on the date hereof (including Closing Date or at any time thereafter, and all such debt securities listed opposite the name of such Grantor on Schedule II)securities, (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such the debt securities or promissory notes described above (all the foregoing collectively referred to herein as collectively, the “Pledged Debt SecuritiesDebt”); (c) all Limited Liability Company Interests; (d) all Partnership Interests; (e) all Securities (and all options and warrants to purchase securities), owned or held by such Grantor from time to time; (f) all Financial Assets and Investment Property owned by such Grantor from time to time; (g) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (dh) all Security Entitlements owned by such Grantor from time to time in any and all of the foregoing; (i) subject to Section 3.063.05, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (c) above; (ej) subject to Section 3.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (fk) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fj) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as ------ the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor Pledgor on Schedule II), I hereto and all shares of the capital stock of any Subsidiary hereafter acquired by such Pledgor (iithe "Pledged Stock") any debt securities in and the future issued to such Grantor and certificates representing the Pledged ------------- Stock; (iiib) to the extent evidenced thereby the promissory notes listed opposite the name of such Pledgor on Schedule I hereto and any all promissory notes or other instruments evidencing such debt securities of any Subsidiary hereafter acquired by such Pledgor (all the foregoing collectively referred to herein as "Pledged Notes") and the “------------- certificates representing the Pledged Debt Securities”)Notes; (c) all other property that which may be delivered to and held by the Collateral Security Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.062.04, all payments of dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 3.062.04, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as called the “Pledged "Collateral”"). ---------- TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences references pertaining or incidental thereto, unto the Collateral Security Agent, its successors and its assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns pledges and pledges grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and it that are listed on Schedule II and hereto and, subject to applicable law, any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged StockInterests”); , provided that, to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, the Pledged Stock Interests shall not include (i) insofar as they secure Domestic Obligationssuch qualifying shares, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held owned by such Grantor on the date hereof (including all such debt securities it that are listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) subject to applicable law, any debt securities in the future issued to such Grantor Pledgor and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities (all the foregoing (b)(i), (b)(ii) and this (b)(iii) being collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01; hereof, (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), ) and (b) and (c) above; , (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (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 the Administrative Agent, (x) any Pledged Interests in certificated form, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (all collectively referred to as the “Pledged Securities”) shall be accompanied by undated stock powers or other applicable instruments of transfer, in the case of Pledged Debt Securities duly executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (y) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything in this Agreement, any other Loan Document or any Platinum Lease to the contrary, (A) the Collateral shall not include any securities or other property referred to in clauses (a) through (f) above, or any rights and privileges with respect to, or proceeds of, any of such securities or other property, (i) if the Administrative Agent determines, after consultation with the Borrower that granting a security interest in such securities or other property would (x) violate the law of the jurisdiction in which such securities or other property are located or the law of the jurisdiction where the Person owning such securities or property is organized, (y) violate the terms of any material contract binding on STX, the Borrower or any Subsidiary (but only to the extent that the restrictions in all such contracts, taken as a whole, do not materially limit the Collateral that would otherwise be pledged pursuant to the Collateral and Guarantee Requirement and Section 5.14 of the Credit Agreement to secure the Obligations) or (z) result in a material adverse tax consequence to the Loan Party granting such security interest or (ii) if the Administrative Agent shall determine that the cost to STX, the Borrower or any Grantor of granting and perfecting a Lien in such securities or other property would be excessive in view of the related benefits to be received by the Lenders therefrom, provided that any securities or other property excluded as Collateral pursuant to this clause (ii) shall be specified on Schedule III, as modified by the Administrative Agent from time to time, and (B) (i) the pledge of Equity Interests of any CFC Subsidiaries of a U.S. Subsidiary to secure the Obligations of any U.S. Loan Party shall not include (x) more than 65% of the outstanding voting Equity Interests of each “first tier” CFC Subsidiary directly owned by such U.S. Subsidiary or (y) any Equity Interests of any CFC Subsidiary of such U.S. Subsidiary that is not a “first tier” CFC Subsidiary of such U.S. Subsidiary and (ii) the pledge of Equity Interests of any Qualified CFC Holding Company of any U.S. Subsidiary to secure the Obligations of any U.S. Loan Party shall not include (x) more than 65% of the outstanding voting Equity Interests of each “first tier” Qualified CFC Holding Company directly owned by such U.S. Subsidiary and (y) any Equity Interests of any Qualified CFC Holding Company of such U.S. Subsidiary that is not a “first tier” Qualified CFC Holding Company of such U.S. Subsidiary.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor hereby assigns Pledgor hereby, except in the case of ULC Shares, transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers, and in the case of ULC Shares pledges, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, a first priority security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests Capital Stock owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of Capital Stock of any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively referred to herein as collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of any Foreign Subsidiary Voting Securities of (it being understood and agreed x) Non-U.S. Subsidiaries that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligationsare CFCs or (y) and Disregarded Subsidiaries or (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby that applicable law requires that a Subsidiary of the promissory notes and any other instruments evidencing Pledgor issue directors’ qualifying shares, such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”)qualifying shares; (cb) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (dc) subject to Section 3.065, all payments of dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a), (b) and (c) above; (ed) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (fe) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral”); provided that in no event shall the Collateral include any Excluded Collateral (as defined in the U.S. Security Agreement). Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates or other securities now or hereafter included in the Collateral (f) above being collectively referred to as the “Pledged CollateralSecurities”)) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that if (i) any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby. Each Pledgor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Collateral Agent and the Pledgors that neither the Collateral Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other Loan Document, where any Pledgor is the registered owner of ULC Shares which are Collateral, such Pledgor will remain the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Pledged Securities, which shall be delivered to the Collateral Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other Loan Document shall, constitute the Collateral Agent, any other Secured Party, or any other Person other than the relevant Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Pledgor and further steps are taken pursuant hereto or thereto so as to register the Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement following the giving of notice and in the course of realizing upon such security, no Pledgor shall cause or permit, or enable an Issuer with respect to any Pledged Securities (a “Pledged Issuer”), that is a ULC, to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Pledged Issuer; (b) have any notation entered in their favour in the share register or otherwise on the record books of such Pledged Issuer; (c) be held out as a shareholder or member of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Collateral Agent holding the security interest in the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares. In furtherance of the foregoing, no Pledgor shall cause or permit, or enable a Pledged Issuer to authorize by corporate resolution or consent, as applicable, the transfer(s) of any such Pledged Shares to the Collateral Agent or any Secured Party without the Collateral Agent’s express request to do so. The provisions in this paragraph are referred to herein as the “Special ULC Provisions”.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it and listed on Schedule II hereto and any other Equity Interests in a Significant shares of capital stock of the Borrower or any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (collectively referred to herein as the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and or (ii) to the Excluded Equity Interestsextent that applicable law requires that a Subsidiary of the 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 such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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 “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other 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 Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Note Obligations, including the obligations of the Grantors under the Guaranty and in accordance with and subject to the terms of the Intercreditor Agreement, each Grantor Pledgor hereby assigns and pledges to the Collateral AgentTrustee, its successors and permitted assigns, for the benefit of the Secured PartiesNoteholders, and hereby grants to the Collateral AgentTrustee, its successors and permitted assigns, for the benefit of the Secured PartiesNoteholders, a security interest in, all of such GrantorPledgor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) the shares of capital stock and other with respect to each Pledgor, all Equity Interests owned held by such Grantor it on the date hereof in the Issuer and any Subsidiary of the Issuer, including, without limitation, the Equity Interests listed on Schedule II and 5 to the Perfection Certificate, and, with respect to each Pledgor, any other Equity Interests in a Significant any Subsidiary or another Subsidiary which is a Guarantor hereunder obtained of such Pledgor in the future held by such Grantor Pledgor, including, without limitation, in each case, all depositary shares and the certificates representing all other rights in respect of such Equity Interests, all shares of stock, certificates (if any), instruments or other documents evidencing or representing such Equity Interests, all membership, partnership and similar Equity Interests issued to such Pledgor, in each case whether now owned or hereafter acquired and whether certificated or uncertificated (collectively referred to herein as collectively, the “Pledged StockEquity”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; with respect to each Pledgor, (b) (iA) the debt securities held owned by such Grantor it on the date hereof (including all such including, without limitation, the debt securities listed opposite the name of such Grantor Pledgor on Schedule II)6 to the Perfection Certificate, (iiB) any debt securities obtained in the future issued to by such Grantor Pledgor and (iiiC) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities (all the foregoing debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to herein as the “Pledged Debt SecuritiesDebt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (diii) subject to Section 3.062.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (bi) and (cii) above; (eiv) subject to Section 3.062.06, all rights rights, powers and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above, including, without limitation, all economic rights, all control rights, authority, and powers, all status rights of such Pledgor as a member, shareholder, or other owner (as applicable), and all rights and interests, if any, to participate in the management of each applicable issuer of the Pledged Collateral; and (fv) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fv) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subjectprovided, however, to that the terms, covenants and conditions hereinafter set forthPledged Collateral shall not include any Excluded Property.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and (including all such Equity Interests listed on Schedule II II) and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “"Pledged Stock”"); provided provided, however, that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and Subsidiary, (ii) to the Excluded extent applicable law requires that a Subsidiary of such Grantor issue directors' qualifying shares, such shares or nominee or other similar shares or (iii) any Equity InterestsInterests of a person that is not the Borrower or a Subsidiary (including any treasury stock of Holdings); (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor (excluding debt securities issued by a Foreign Subsidiary if the obligations of such Foreign Subsidiary under such debt securities are secured by the assets of any Foreign Subsidiary) and (iii) to the extent evidenced thereby 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 the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (cb) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (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”"). 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 forthSECTION 3.02.