Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor Company, to secure its punctual payment and performance hereunder in respect of the Guaranteed Obligations hereby pledges, assigns and transfers unto the Agent, and does hereby grant to the Agent, for the benefit of the Lenders, a continuing security interest of first priority in, all of the right, title and interest of the Company in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) all cash, accounts, deposits, securities and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable insurance policies now or at any time hereafter in the jurisdiction of organization of such Person, Foreign Subsidiaries).possession or under (b) As The Pledged Collateral secures the payment of all obligations of every kind and character now or hereafter existing (whether matured or unmatured, contingent or liquidated) of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered Company under Section 2 with respect to the Agent Guaranteed Obligations and under each other provision of this Agreement (in each case as this Agreement hereafter may be amended, supplemented or otherwise modified from time to the extent required by and in accordance with Section 5.3(atime), whether for principal, interest, premium, fees, expenses, reimbursement, indemnification or otherwise. (c) Upon The Intercompany Notes and the occurrence and during certificates representing the continuance of an Event of Default, Pledged Stock listed on Schedule A shall be delivered to the Agent contemporaneously herewith together with appropriate undated note powers and stock powers duly executed in blank. Neither the Agent nor any Lender shall be entitled obligated to exercise all of preserve or protect any rights with respect to the rights of Intercompany Notes or the Grantor granting Pledged Stock or to receive or give any notice with respect thereto whether or not the security interest in Agent or any Pledged Stock, and a transferee or assignee Lender is deemed to have knowledge of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stockmatters. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting The assignments and consensual rights and powers that it would otherwise be entitled to exercise pursuant security interests under this Agreement granted to the terms Agent shall not relieve the Company from the performance of paragraph (c) above.any term, covenant, condition or agreement on the Company's part to be performed or observed under or in respect of the Pledged Collateral or from any liability to any Person under or in respect of any of such Pledged Collateral or impose any obligation on the Agent to perform or observe any such term, covenant, condition or agreement on the Company's part to be so performed or observed or impose any liability on the Agent for any act or omission on the part of the Company relative thereto or for any breach of any representation or warranty on the part of the Company contained in this Agreement or any other Loan Document, or in respect of the Pledged Collateral or made in

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged During the continuance of an Event of Default, upon notice by such Grantor hereunder Lender to Grantor, (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) Lender shall have the right to receive any and constitutes that percentage all cash dividends, payments or other Proceeds paid in respect of the issued Pledged Collateral and outstanding equity of all classes of each issuer make application thereof as to the Obligations in the order set forth on Schedule 5 in the Credit Agreement, and (ii) has been duly authorizedLender or its nominee may exercise (A) all voting, validly issued consent, corporate and is fully paid other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and nonassessable (B) any and all rights of conversion, exchange and subscription and any other than rights, privileges or options pertaining to the Pledged Stock in limited liability companiesCollateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, partnerships andconsolidation, if such concepts are not applicable reorganization, recapitalization or other fundamental change in the jurisdiction corporate structure of organization any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such Personterms and conditions as Lender may determine), Foreign Subsidiaries)all without liability except to account for property actually received by it, but Lender shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) As of In order to permit Lender to exercise the Closing Datevoting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, all Pledged Collateral (other than Pledged Uncertificated Stocki) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon upon the occurrence and during the continuance of an Event of Default, Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Lender all such proxies, dividend payment orders and other instruments as Lender may from time to time reasonably request and (ii) without limiting the Agent shall be entitled effect of clause (i) above, Grantor hereby grants to Lender an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all of the rights of the Grantor granting the security interest in any Pledged Stockother rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire Secured Obligations (in respect of Loans and Reimbursement Obligations and interest and fees thereon and expenses related thereto) and the termination of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockCommitment. (dc) After all Events Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by Grantor to (i) comply with any instruction received by it from Lender in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to an Approved Deposit Account approved for such purpose by Lender.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent) to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled (subject to the terms of the Intercreditor Agreement) to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (aSubject to the limitations set forth in Section 6(a) The Pledged Stock pledged and while an Event of Default exists, upon notice by such Grantor hereunder the Secured Party to the relevant Grantor, (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage the Secured Party shall have the right to receive any Proceeds of the issued Pledged Collateral and outstanding equity of all classes of each issuer make application thereof as set forth on Schedule 5 to the Secured Obligations in the order provided in Section 6(h) and (ii) has been duly authorizedthe Secured Party or its nominee may exercise any voting, validly issued consent, corporate and is fully paid and nonassessable (other than right pertaining to the Pledged Stock in limited liability companies, partnerships and, Collateral as if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of Secured Party were the Closing Dateabsolute owner thereof, all Pledged Collateral (without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be consensual rights that it is entitled to exercise pursuant hereto and to receive all of distributions that it is entitled to receive hereunder, (i) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the rights of Secured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), Grantor granting hereby grants to the security interest in any Pledged StockSecured Party an irrevocable proxy to exercise all rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to Collateral would be entitled, which proxy shall be effective, automatically and without the same extent as such Grantor and be entitled to participate in necessity of any action (including any transfer of any Pledged Collateral on the management record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock and, upon the transfer Collateral or any officer or agent thereof) while an Event of the entire interest Default exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of such Grantor, such Grantor shall, any Pledged Collateral pledged hereunder by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (dx) After all Events comply with any instruction received by it from the Secured Party in writing that states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting exists and consensual rights and powers that it would is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from Grantor, and Grantor agrees that such issuer shall be fully protected in so complying and (cy) abovepay any payment with respect to the Pledged Collateral directly to the Secured Party.

Pledged Collateral. (a) The Pledged Stock pledged During the continuance of an Event of Default, upon notice by such the Administrative Agent to the relevant Grantor hereunder or Grantors, (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage the Administrative Agent shall have the right to receive any Proceeds of the issued Pledged Collateral and outstanding equity of all classes of each issuer make application thereof as to the Obligations in the order set forth on Schedule 5 in the Credit Agreement and (ii) has been duly authorizedthe Administrative Agent or its nominee may exercise (A) any voting, validly issued consent, corporate and is fully paid other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and nonassessable (B) any right of conversion, exchange and subscription and any other than right, privilege or option pertaining to the Pledged Stock in limited liability companiesCollateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, partnerships andamalgamation, if such concepts are not applicable consolidation, reorganization, recapitalization or other fundamental change in the jurisdiction corporate or equivalent structure of organization any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such Personterms and conditions as the Administrative Agent may determine), Foreign Subsidiaries)all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) As In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Closing Date, all Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other than person (including the issuer of such Pledged Uncertificated StockCollateral or any officer or agent thereof) during the continuance of an Event of Default and all Pledged Investment Property consisting which proxy shall only terminate upon the payment in full of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a)Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Administrative Agent. (d) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all of the Pledged Stock pledged Collateral, if any, referred to therein and then owned by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) Credit Party, together with executed and constitutes undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that percentage all other actions necessary or, in the reasonable opinion of the issued Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has Collateral Agreement with respect to the Pledged Collateral have been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries)taken. (b) As On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Closing DateCollateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all Pledged effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (other than Pledged Uncertificated Stockx) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by and in accordance with Section 5.3(alocal law fully executed for filing).; (ciii) Upon evidence of the occurrence completion of all other recordings and during the continuance of an Event of Defaultfilings of, or with respect to, the Agent shall Guarantee and Collateral Agreement as may be entitled to exercise all necessary or, in the reasonable opinion of the rights Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Grantor granting Collateral Agent, desirable to perfect and protect the security interest interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in any Pledged Stock, form and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock substance reasonably satisfactory to the same extent as such Grantor Administrative Agent (and be entitled its counsel), addressed to participate in the management Administrative Agent, the Collateral Agent and each of the issuer of Lenders and dated the Effective Date covering such Pledged Stock andmatters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, upon but not limited to, the transfer perfection of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stocksecurity interests created thereunder. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and outstanding equity all payments made in respect of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorizedthe Pledged Notes, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable to the extent permitted in the jurisdiction of organization of such PersonCredit Agreement, Foreign Subsidiaries)and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of If an Event of Default, Default shall have occurred and be continuing and the Administrative Agent shall be entitled have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such each Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured exercise or waived, each Grantor will have the right to exercise refrain from exercising the voting and other consensual rights and powers that which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in accordance with Section 6.5. In addition, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of any Event of Default, without notice to the relevant Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request in writing and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) If an Event of Default shall have occurred and be continuing, each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of paragraph this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (cii) abovepay any dividends or other payments with respect to the Investment Property, including Pledged Collateral, directly to the Administrative Agent. (d) If any Event of Default shall have occurred and be continuing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, in the case of any Intellectual Property Collateral, execute, deliver, and have recorded, any and all agreements, instruments, documents and papers as may be required by the United States Patent and Trademark Office, United States Copyright Office or similar registrar in order to effect an assignment of all right, title and interest in all registered Intellectual Property Collateral and each application for such registration, and record the same, as well as take any or all of the following actions: (1) declare the entire right, title and interest of such Grantor in and to the Intellectual Property Collateral, vested in the Administrative Agent for the benefit of the Lenders, in which event such right, title and interest shall immediately vest; (2) take and use or sell the Intellectual Property Collateral; (3) take and use or sell the goodwill of such Grantor’s business symbolized by the Trademarks included within the Intellectual Property Collateral and the right to carry on the business and use the assets of such Grantor in connection with which Trademarks or Domain Names included within the Intellectual Property Collateral have been used; and (4) direct such Grantor to refrain, in which event such Grantor shall refrain, from using the Intellectual Property Collateral or Licensed Intellectual Property in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further documents that the Administrative Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual Property Collateral and registrations and any pending applications in the United States Patent and Trademark Office, United States Copyright Office, equivalent office in a state of the United States or applicable Domain Name registrar to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock andCollateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, upon the transfer of the entire interest of without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) above.Pledged Collateral directly to the Collateral Agent

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by Lender to the Agent Grantor, (i) Lender shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Loan Documents (or if no such order is set forth therein, then in such order as Lender may elect) and (ii) Lender or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Lender may determine), all without liability except to account for property actually received by it; provided, however, that Lender shall have no duty to any the Grantor or any other Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit Lender to exercise the voting and other consensual rights that they may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that they may be entitled to receive hereunder, (i) the Grantor shall, promptly execute and deliver (or cause to be executed and delivered) to Lender all such proxies, dividend payment orders and other instruments as Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Grantor hereby grants to Lender an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockSecured Obligations. (dc) After all Events The Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Grantor to (i) comply with any instruction received by it from Lender in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from the Grantor, and the Grantor agrees that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to Lender.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth herein, and (ii) the Administrative Agent or their nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (ii) In order to permit the Administrative Agent to exercise the voting and other consensual rights which they may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Obligations. (iii) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (ia) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and 5, (iib) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the US Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the US Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the US Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance continuation of an Event of Default, (a) at Agent’s election and upon notice to the applicable Borrower, Agent may vote any or all Equity Interests (whether or not the same shall be entitled have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Borrower, with full power of substitution, to exercise do so); (b) Agent may demand, ▇▇▇ for, collect or make any compromise or settlement Agent deems suitable in respect of any Equity Interests; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the rights Pledged Collateral, for Cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as Agent deems expedient, all without demand for performance by any Borrower or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law; (d) Agent may cause all or any part of the Grantor granting Pledged Collateral to be transferred into its name or the security interest in any Pledged Stockname of its nominee or nominees; and (e) at Agent’s election and upon notice thereof to the applicable Borrower, Agent may exercise all membership or partnership, as applicable, rights, powers and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock privileges to the same extent as such Grantor and be the applicable Borrower is entitled to participate in exercise such rights, powers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by each Borrower, to the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, fullest extent permitted by operation of law, cease to be a holder of such Pledged Stock; provided ). Each Borrower recognizes that the Agent may elect be unable to effect a public sale or other disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Borrower agrees that any such private sales may be at its sole prices and absolute discretion other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of Equity Interests to register such Grantor securities for public sale under securities laws or other applicable laws, even if such issuer would agree to continue voting such do so. In connection with the sale of Pledged Stock. (d) After all Events Collateral by Agent during the continuation of Default have been cured or waivedan Event of Default, each Grantor will have Borrower agrees to use its commercially reasonable efforts to cause each issuer of the right Equity Interests contemplated to exercise be sold, to execute and deliver, and cause the voting directors and consensual rights officers of such issuer to execute and powers that it would otherwise deliver, all at such Borrower’s expense, all such instruments and documents, and to do or cause to be entitled done all such other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exercise pursuant exempt such Equity Interests from registration under the provisions of applicable laws, and to make all amendments to such instruments and documents which, in the terms opinion of paragraph (c) aboveAgent, are necessary or advisable, all in conformity with the requirements of applicable laws and the rules and regulations of the Securities and Exchange Commission applicable thereto.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes Each Pledgor hereby agrees that percentage if any of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated StockCollateral representing any ownership interest in any limited liability company or limited partnership that are not “securities” covered by the UCC) and all Pledged Investment Property consisting are at any time not evidenced by certificates of instruments and certificates has been delivered to the Agent ownership, then each applicable Pledgor shall, to the extent required permitted by applicable law and upon the request of the Administrative Agent, cause each issuer thereof that is a Subsidiary of such Pledgor or use commercially reasonable efforts to cause each other issuer thereof to either (a) register the Administrative Agent as the registered owner thereof on the equityholder register or the books of the issuer, or (b) execute an agreement, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such Pledged Collateral without further consent by such Pledgor. Each Pledgor hereby agrees that it will not permit any of the Pledged Collateral that do not constitute “securities” covered by the UCC to at any time become “securities” covered by the UCC unless, reasonably concurrently with such conversion, such Pledgor shall notify the Administrative Agent thereof, cause such Pledged Collateral to become evidenced by certificates of ownership, and, in accordance with Section 5.3(a). (c) Upon 3, endorse, assign and deliver the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock same to the same extent as Administrative Agent, accompanied by such Grantor instruments of transfer or assignment duly executed in blank, all in form and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant substance reasonably satisfactory to the terms of paragraph (c) aboveAdministrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged While an Event of Default exists, upon notice by such Secured Party to the relevant Grantor hereunder or Grantors, (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage Secured Party shall have the right to receive any Proceeds of the issued Pledged Collateral and outstanding equity make application thereof to the Secured Obligations in the order provided in Section 8.03 of all classes of each issuer thereof as set forth on Schedule 5 the Credit Agreement and (ii) has been duly authorizedSecured Party or its nominee may exercise any voting, validly issued consent, corporate and is fully paid and nonassessable (other than right pertaining to the Pledged Stock in limited liability companies, partnerships and, Collateral as if such concepts are not applicable in Secured Party were the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Dateabsolute owner thereof, all Pledged Collateral (without liability except to account for property actually received by it; provided, however, that Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit Secured Party to exercise the voting and other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be consensual rights that it is entitled to exercise pursuant hereto and to receive all of distributions that it is entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such orders and instruments as Secured Party may from time to time request and (ii) without limiting the rights of the immediately preceding clause (i), such Grantor granting the security interest in any Pledged Stockhereby grants to Secured Party an irrevocable proxy to exercise all rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to Collateral would be entitled, which proxy shall be effective, automatically and without the same extent as such Grantor and be entitled to participate in necessity of any action (including any transfer of any Pledged Collateral on the management record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock andCollateral or any officer or agent thereof) while an Event of Default exists. Each Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (x) comply with any instruction received by it from Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, upon the transfer of the entire interest of without any other or further instructions from such Grantor, and each Grantor agrees that such Grantor shall, by operation issuer shall be fully protected in so complying and (y) upon receipt of law, cease to be a holder of such Pledged Stock; provided written notice stating that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events an Event of Default have been cured or waivedhas occurred and is continuing under and as defined in the Credit Agreement and directing such payment directly to Secured Party, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant pay any payment with respect to the terms of paragraph (c) abovePledged Collateral directly to Secured Party.

Pledged Collateral. (a) The Pledged Stock pledged During the continuance of an Event of Default, upon notice by such the Administrative Agent to the relevant Grantor hereunder or Grantors, (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage the Administrative Agent shall have the right to receive any Proceeds of the issued Pledged Collateral and outstanding equity of all classes of each issuer make application thereof as to the Obligations in the order set forth on Schedule 5 in the Credit Agreement and (ii) has been duly authorizedthe Administrative Agent or its nominee may exercise (A) any voting, validly issued consent, corporate and is fully paid other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and nonassessable (B) any right of conversion, exchange and subscription and any other than right, privilege or option pertaining to the Pledged Stock in limited liability companiesCollateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, partnerships andconsolidation, if such concepts are not applicable reorganization, recapitalization or other fundamental change in the jurisdiction corporate structure of organization any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such Personterms and conditions as the Administrative Agent may determine), Foreign Subsidiaries)all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) As of In order to permit the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Administrative Agent to exercise the extent required by voting and in accordance with Section 5.3(a). other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (ci) Upon the occurrence and each Grantor shall, during the continuance of an Event of Default, promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent shall be entitled all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy during the continuance of an Event of Default to vote all or any part of the Pledged Collateral and to exercise all of the rights of the Grantor granting the security interest in any Pledged Stockother rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have agrees that such issuer shall be fully protected in so complying and (ii) during the right to exercise the voting and consensual rights and powers that it would continuance of an Event of Default, unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged During the continuance of any Event of Default, upon notice by such Grantor hereunder the Lender to the Borrower, (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage the Lender shall have the right to receive any Proceeds of the issued Pledged Collateral and outstanding equity of all classes of each issuer make application thereof to the Borrower’s obligations as set forth on Schedule 5 in this Agreement and (ii) has been duly authorizedthe Lender or its nominee may exercise (A) any voting, validly issued consent, corporate and is fully paid other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and nonassessable (B) any right of conversion, exchange and subscription and any other than right, privilege or option pertaining to the Pledged Stock in limited liability companiesCollateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, partnerships andamalgamation, if such concepts are not applicable consolidation, reorganization, recapitalization or other fundamental change in the jurisdiction corporate or equivalent structure of organization any issuer of Pledged Stock, the right to deposit and deliver any Pledged SECURITY AGREEMENT Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such Personterms and conditions as the Lender may determine), Foreign Subsidiaries)all without liability except to account for property actually received by it; provided, however, that the Lender shall have no duty to the Borrower to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) As In order to permit the Lender to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Borrower shall promptly execute and deliver (or cause to be executed and delivered) to the Lender all such proxies, dividend payment orders and other instruments as the Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Borrower hereby grants to the Lender an irrevocable proxy to vote all or any part of the Closing Date, all Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other than person (including the issuer of such Pledged Uncertificated StockCollateral or any officer or agent thereof) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, Default and which proxy shall only terminate upon the Agent shall be entitled to exercise all payment in full of the rights of Borrower’s obligations under this Agreement and the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockNote. (dc) After all Events The Borrower hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Borrower to (i) comply with any instruction received by it from the Lender in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from the Borrower, and the Borrower agrees that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Lender.

Pledged Collateral. (a) The If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock pledged Securities, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Guaranteed Creditors, hold the same in trust for the Guaranteed Creditors, segregated from other Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of Pledgor to the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships andAdministrative Agent, if required, together with an undated stock power covering such concepts are not applicable certificate duly executed in blank by such Pledgor and with, if the jurisdiction of organization of such PersonAdministrative Agent so requests, Foreign Subsidiaries)signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) As Without the prior written consent of the Closing DateAdministrative Agent, all such Pledgor will not (i) unless otherwise expressly permitted hereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Collateral Securities or Proceeds thereof (other than except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Uncertificated StockSecurities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 6.02(a) and Section 6.03 shall apply to it, mutatis mutandis, with respect to all Pledged Investment Property consisting actions that may be required of instruments and certificates has been delivered it pursuant to Section 6.02(e) or Section 6.03 with respect to the Agent Pledged Securities issued by it. (d) In the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock applicable Partnership Agreement to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock andpledge by each other Pledgor, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms hereof, of paragraph the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Pledgor that is a member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in question. (ce) aboveSuch Pledgor shall not agree to any amendment of a Partnership Agreement or LLC Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8.103 of the UCC. (f) Each Pledgor shall furnish to the Administrative Agent such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (g) The Pledged Securities will at all times constitute not less than 100% of the Equity Interests of the Issuer thereof owned by any Pledgor. Each Pledgor will not permit any Issuer of any of the Pledged Securities to issue any new shares of any class of Equity Interests of such Issuer without the prior written consent of the Administrative Agent.

Pledged Collateral. Any Borrower shall, (a) The at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock pledged Collateral and the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Grantor hereunder Borrower constituting limited liability company membership interests, shall, to the extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any event within three (3) Business Days after receipt thereof by Borrower) to the Agent; (c) upon acquiring any new Equity Interests constituting Pledged Collateral or Instruments constituting Collateral, within twenty (20) Business Days (i) is listed on deliver to Agent an updated Schedule 5 (as 5.15 hereto, in form reasonably satisfactory to Agent, identifying such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and additional Equity Interests, which shall be attached to this Agreement, (ii) has been either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly authorizedexecuted transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, validly issued and is fully paid and nonassessable (provided that with respect to Equity Interests of a Borrower other than Pledged Stock in limited liability companiesNew Parent, partnerships and, if such concepts are not applicable in to the jurisdiction of organization extent the Organizational Documents of such PersonBorrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, Foreign Subsidiaries). Borrowers shall not be required to deliver stock certificates, stock powers or control agreements, and (biii) As to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date, all Pledged Collateral (. No Borrower shall enter into any agreement restricting its ability to vote the Equity Interests or assigning or otherwise transferring or restricting its ability to vote the Equity Interests owned by such Borrower other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the terms pledge or Agent’s exercise of paragraph (c) aboveremedies with respect to Pledged Collateral.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed Pledgor shall not and shall not have the right to directly or indirectly, without the prior written consent of Lender, attempt to waive, alter, amend, modify, supplement or change in any manner that would be reasonably expected to result in a material adverse effect on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage the Collateral, Lender’s rights therein, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorizedinstruments, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companiesdocuments, partnerships and, if such concepts are not applicable in policies or agreements constituting the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As Collateral or exercise any of the Closing Daterights, options or interests of Pledgor as party, holder, mortgagee or beneficiary thereunder except as otherwise expressly permitted under the Loan Agreement or hereunder. ▇▇▇▇▇▇▇ agrees that all Pledged Collateral (other than Pledged Uncertificated Stock) rights to do any and all Pledged Investment Property consisting of the foregoing have been collaterally assigned to and may be exercised by ▇▇▇▇▇▇ but Pledgor agrees that, upon reasonable request from ▇▇▇▇▇▇ from time to time, Pledgor shall do any of the foregoing or shall join Lender in doing so or shall confirm the right of Lender to do so and shall execute such instruments and certificates has been delivered undertake such actions as ▇▇▇▇▇▇ may reasonably request in connection therewith. Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral. Notwithstanding anything herein to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an contrary, so long as no Event of DefaultDefault shall have occurred and be continuing, Pledgor shall have the Agent shall be entitled right to exercise all of Pledgor’s rights under the rights Charter Documents to which it is a party for all purposes not inconsistent with any of the Grantor granting terms of this Pledge Agreement, the security interest Note, the Loan Agreement or any other Loan Document, provided that Pledgor agrees that it will not take any action in any Pledged Stockmanner that is inconsistent with the terms of this Pledge Agreement, the Note, the Loan Agreement or any other Loan Document. (ii) Anything to the contrary notwithstanding, (i) Pledgor shall remain liable under the Charter Documents to perform all of its duties and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock obligations thereunder to the same extent as such Grantor and be entitled to participate in if this Pledge Agreement had not been executed, (ii) the management exercise by Lender of any of the issuer rights hereunder shall not release Pledgor from any of such Pledged Stock andits duties or obligations under the Charter Documents, upon and (iii) Lender shall have no obligation or liability for Pledgor’s actions or omissions under the transfer Charter Documents by reason of this Pledge Agreement, nor shall Lender be obligated to perform any of the entire interest obligations or duties of such Grantor, such Grantor shall, by operation of law, cease Pledgor thereunder or to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion take any action to permit such Grantor to continue voting such Pledged Stockcollect or enforce any claim for payment assigned hereunder. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, each Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) solely during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and outstanding equity all payments made in respect of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorizedthe Pledged Notes, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable to the extent permitted in the jurisdiction of organization of such PersonCredit Agreement, Foreign Subsidiaries)and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of If an Event of Default, Default shall have occurred and be continuing and the Administrative Agent shall be entitled have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such each Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured exercise or waived, each Grantor will have the right to exercise refrain from exercising the voting and other consensual rights and powers that which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in accordance with Section 6.5. In addition, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of any Event of Default, without notice to the relevant Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request in writing and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) If an Event of Default shall have occurred and be continuing, each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of paragraph this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (cii) abovepay any dividends or other payments with respect to the Investment Property, including Pledged Collateral, directly to the Administrative Agent. (d) If any Event of Default shall have occurred and be continuing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, in the case of any Intellectual Property Collateral, to execute, deliver, and have recorded, any and all agreements, instruments, documents and papers as may be required by the United States Patent and Trademark Office, United States Copyright Office or similar registrar in order to effect an assignment of all right, title and interest in all registered Intellectual Property Collateral and each application for such registration, and record the same, as well as take any or all of the following actions: (1) declare the entire right, title and interest of such Grantor in and to the Intellectual Property Collateral, vested in the Administrative Agent for the benefit of the Lenders, in which event such right, title and interest shall immediately vest; (2) take and use or sell the Intellectual Property Collateral; (3) take and use or sell the goodwill of such Grantor’s business symbolized by the Trademarks included within the Intellectual Property Collateral and the right to carry on the business and use the assets of such Grantor in connection with which Trademarks or Domain Names included within the Intellectual Property Collateral have been used; and (4) direct such Grantor to refrain, in which event such Grantor shall refrain, from using the Intellectual Property Collateral or Licensed Intellectual Property in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further documents that the Administrative Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual Property Collateral and registrations and any pending applications in the United States Patent and Trademark Office, United States Copyright Office, equivalent office in a state of the United States or applicable Domain Name registrar to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Agent Lender to the Pledgors, (i) the Lender shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order determined by the Lender and (ii) the Lender or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other material change in the corporate, limited liability or partnership structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability except to account for property actually received by it; provided, however, that the Lender shall have no duty to any of the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Lender to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Lender all such proxies, dividend payment orders and other instruments as the Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, each Pledgor hereby grants to the Lender an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock andCollateral or any officer or agent thereof), during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockSecured Obligations. (dc) After all Events Each Pledgor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by that Pledgor to (i) comply with any instruction received by it from the Lender in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from that Pledgor, and each Pledgor agrees that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividend or other payment with respect to such Pledged Collateral directly to the Lender.

Pledged Collateral. (a) The As of the date hereof, Exhibit G sets forth a complete and accurate list of all material Pledged Stock pledged Collateral, including all stock and other ownership interests in the Loan Parties that constitute Pledged Collateral. As of the date hereof, each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by such it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder and as permitted by Section 4.1(e). Each Grantor hereunder further represents and warrants that (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued and is issued, are fully paid and nonassessable non-assessable, (other than Pledged Stock ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in limited liability companiesArticle 8 of the UCC (and in the PPSA) as a result of actions by the issuer or otherwise, partnerships andor, if such concepts certificates are not applicable Securities, the Grantors have so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all Pledged Collateral (unless subject to a prior Lien permitted by Section 4.1(e)) held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control. Notwithstanding anything to the contrary contained herein, prior to the occurrence and continuation of an Event of Default, (A) the Administrative Agent will not perfect upon stock of third parties held by any Grantor or notes receivable held by any Grantor and (B) the Grantors will have the ability to dispose of any such stock and notes receivable without the requirement of consent from the Administrative Agent, provided that in the jurisdiction event that cash dominion is triggered pursuant to Section 7.3(c), all proceeds of organization of any such Person, Foreign Subsidiaries)sale or disposition shall be deposited into the Administrative Agent’s Collection Account. (b) As of the Closing Datedate hereof, all except as set forth in Exhibit G, the Grantors own 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all none of the rights Pledged Collateral which represents Indebtedness owed to any Grantor is subordinated in right of the Grantor granting the security interest in any Pledged Stock, and a transferee payment to other Indebtedness or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant subject to the terms of paragraph (c) abovean indenture.

Pledged Collateral. (a) The Pledgor hereby covenants and agrees that, without the prior written consent of the Trustee, which shall not be unreasonably withheld, delayed or conditioned, it shall not vote or take any other action to amend or terminate any LLC Agreement, certificate of formation, by-laws or other organizational documents in any way that materially changes the rights of the Pledgor with respect to any Pledged Stock pledged by such Grantor hereunder Collateral or adversely affects the validity, perfection or priority of the Trustee’s Security Interest (including without limitation, any election that would cause the Pledged LLC Interest not to be a “Security” under Section 8-102(a)(15) of the UCC, it being acknowledged that as of the date hereof the LLC Agreement, in accordance with Section 8-103(c) of the UCC as in effect in the State of Delaware and Section 8-103(c) of the UCC as in effect in the State of New York, provides that each limited liability company interest in the Issuer shall constitute a “security” within the meaning of, and governed by, (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage Article 8 of the issued and outstanding equity Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of all classes of each issuer thereof as set forth on Schedule 5 Delaware, and (ii) has been duly authorizedArticle 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries1995). (b) As The Pledgor hereby covenants and agrees that, in the event it establishes or acquires rights in any Pledged Collateral after the date hereof, it shall deliver to the Trustee a completed Security Supplement, together with all supplements to Schedules hereto, reflecting such new Pledged Collateral and all other Pledged Collateral. Notwithstanding the foregoing, it is understood and agreed that the Security Interest of the Closing Date, Trustee shall attach to all Pledged Collateral (other than Pledged Uncertificated Stock) immediately upon the Pledgor’s acquisition of rights therein and all Pledged Investment Property consisting shall not be affected by the failure of instruments and certificates has been delivered the Pledgor to the Agent deliver a supplement to the extent Schedule 3.5 as required by and in accordance with Section 5.3(a)hereby. (c) The Pledgor hereby covenants and agrees that it shall enforce all of its rights with respect to any Pledged Collateral. (d) The Certificated Securities referred to in Section 3.5(d) shall be held by the Trustee in the State of New York. With respect to any Pledged Collateral constituting Certificated Securities acquired or pledged after the date hereof, immediately, and in any event within ten days of the Pledgor acquiring rights therein, the Pledgor shall deliver or cause to be delivered to the Trustee all such Certificated Securities, stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Trustee in the State of New York (which Certificated Securities and stock powers shall be held by the Trustee in the State of New York) and all such instruments and documents as the Trustee may reasonably request in order to give effect to the pledge granted hereby. (e) Upon the occurrence and during the continuance of an Event of DefaultEnforcement Event, the Agent Trustee shall be entitled have the right, without notice to exercise the Pledgor, to transfer all or any portion of the rights Pledged Collateral to its name or the name of the Grantor granting the security interest in any Pledged Stock, and a transferee its nominee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock andagent. In addition, upon the transfer occurrence and during the continuance of an Enforcement Event, the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will Trustee shall have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant at any time, without notice to the terms Pledgor, to exchange any certificates representing Pledged Collateral for certificates of paragraph (c) abovesmaller or larger denominations.

Pledged Collateral. (a) The Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity Interests and all payments made in respect of the Pledged Notes, to the extent permitted in the First Lien Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the Administrative Agent may determine. In addition, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of any Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is listed on Schedule 5 continuing and (as y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Schedule is deemed updated by Grantor, and each Pledge Amendment delivered hereunder) and constitutes Grantor agrees that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 Issuer shall be fully protected in so complying, and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if upon any such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon instruction following the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in pay any Pledged Stock, and a transferee dividends or assignee of such Pledged Stock shall become a holder of such Pledged Stock other payments with respect to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Investment Property, including Pledged Stock andCollateral, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant directly to the terms of paragraph (c) aboveAdministrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed All certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and held by or on Schedule 5 behalf of the Administrative Agent, for itself and the benefit of the Lenders, pursuant hereto. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent and all promissory notes or other instruments evidencing the Pledged Indebtedness shall be endorsed by the applicable Borrower; (ii) Without the prior written consent of the Administrative Agent, no Borrower will sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or g▇▇▇▇ ▇ ▇▇▇▇ in the Pledged Collateral, unless otherwise expressly permitted by this Agreement; (iii) Each Borrower will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Administrative Agent from time to time may reasonably request in order to ensure to the Administrative Agent and the Lenders obtain the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by the Administrative Agent with or (to the extent permitted by law) without the signature of the relevant Borrower, and will cooperate with the Administrative Agent, at such Schedule is deemed updated Borrower’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (iv) Each Borrower has and will defend the title to the Pledged Collateral and the Liens of the Administrative Agent in the Pledged Collateral against the claim of any Person (other than the holder of a Permitted Lien) and will maintain and preserve such Liens (it being understood that nothing in this clause (iv) will prevent such Borrower from disposing of Pledged Collateral as otherwise permitted by Section 6.8); and (v) Each Borrower will, upon obtaining ownership of any additional Stock of a Pledged Entity or promissory notes or instruments representing Pledged Indebtedness or Stock or promissory notes or instruments otherwise required to be pledged to the Administrative Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within five (5) Business Days) deliver to the Administrative Agent a Pledge Amendment, duly executed by such Borrower, in substantially the form of Exhibit B hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which such Borrower shall pledge to the Administrative Agent all of such additional Stock, notes and instruments; provided that such Borrower shall be required to do the foregoing with respect to any such promissory note or instrument only if requested to do so by the Administrative Agent pursuant to Section 10.2(a)(ii) of this Agreement. Borrower hereby authorizes Administrative Agent to attach each Pledge Amendment delivered hereunder) to this Agreement and constitutes agrees that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Shares and Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been Indebtedness listed on any Pledge Amendment delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall for all purposes hereunder be entitled to exercise all of the rights of the Grantor granting the security interest in any considered Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockCollateral. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance continuation of an Event of Default, (a) at Agent’s election and upon notice to Borrower, Agent may vote any or all Shares (whether or not the same shall have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Shares and otherwise act with respect thereto as though it were the outright owner thereof; (b) Agent shall be entitled to exercise may demand, ▇▇▇ for, collect or make any compromise or settlement Agent deems suitable in respect of any Shares; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the rights Pledged Collateral, for cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as Agent deems expedient, all without demand for performance by Borrower or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law; (d) Agent may cause all or any part of the Grantor granting Pledged Equity to be transferred into its name or the security interest in any Pledged Stockname of its nominee or nominees; and (e) Agent may exercise all membership or partnership, as applicable, rights, powers and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock privileges to the same extent as such Grantor and be Borrower is entitled to participate exercise such rights, powers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Borrower, to the fullest extent permitted by law). Borrower recognizes that the Collateral Agent may be unable to effect a public sale or other disposition of its Shares by reason of certain prohibitions contained in securities laws and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Borrower agrees that any such private sales may be at prices and other terms less favorable to the management seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of Shares to register such Pledged Stock andsecurities for public sale under securities laws or other applicable laws, upon the transfer even if such issuer would agree to do so. Borrower agrees to use its best efforts to cause each issuer of the entire interest Shares contemplated to be sold, to execute and deliver, and cause the directors and officers of such GrantorIssuer to execute and deliver, all at Borrower’s expense, all such Grantor shallinstruments and documents, by operation of law, cease and to do or cause to be a holder done all such other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Pledged Stock; provided that Shares from registration under the Agent may elect at its sole provisions of applicable laws, and absolute discretion to permit make all amendments to such Grantor to continue voting such Pledged Stockinstruments and documents which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of applicable laws and the rules and regulations of the Securities and Exchange Commission applicable thereto. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock Equity Interests pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) VI and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and VI, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock Equity Interests in limited liability companiescompanies and partnerships) and (iii) constitutes the legal, partnerships andvalid and binding obligation of the obligor with respect thereto, if such concepts are not applicable enforceable in the jurisdiction of organization of such Person, Foreign Subsidiaries)accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated StockEquity Interests) and all Pledged Investment Property constituting Collateral consisting of instruments and certificates has been delivered to the Agent to the extent required by and Secured Party in accordance with Section 5.3(a4.03(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent Secured Party shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged StockEquity Interests constituting Collateral, and a transferee or assignee of such Pledged Stock Equity Interests shall become a holder of such Pledged Stock Equity Interests to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock Equity Interests and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockEquity Interests; provided that Lender shall not exercise this remedy with respect to the Agent may elect at its sole Initial Limited Pledgors and absolute discretion their direct Subsidiaries to permit the extent (and only for so long as) the exercise of the remedy granted in this Section 3.05(c) would require insurance regulatory approval from any applicable insurance regulatory agency having jurisdiction over such Grantor Initial Limited Pledgor or Subsidiary; provided further that the Secured Party shall be entitled to continue voting pursue all such Pledged Stockregulatory approvals including, by using the powers granted it in Section 7.01. (d) After all Events Except as set forth in Schedule VI and any certificate or articles of Default have been cured incorporation, bylaws or waivedother organizational document of any Grantor, each Grantor will have the right there are no (i) Pledged Collateral Agreements which affect or relate to exercise the voting or giving of written consents with respect to any of the Pledged Collateral and consensual rights and powers that it would otherwise be entitled (ii) restrictions on the transferability of the Pledged Collateral to exercise pursuant Secured Party or with respect to the foreclosure, transfer or disposition thereof by Secured Party. Each Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof, has not been amended or modified, and is in full force and effect in accordance with its terms. To the best Knowledge of such Grantor, there exists no material violation or material default under any Pledged Collateral Agreement by such Grantor or the other parties thereto. Such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of paragraph any Pledged Collateral Agreement. (ce) aboveNo control agreements exist with respect to any Collateral other than Control Agreement in favor of the Secured Party and Control Agreements in favor of the Textron Agent and the Textron Lenders in connection with the Textron Facility.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Agent Buyer to the relevant Grantor or Grantors, (i) the Buyer shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Guaranteed Obligations in the order set forth in the Repurchase Agreement and (ii) the Buyer or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Buyer may determine), all without liability except to account for property actually received by it; provided, however, that the Buyer shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Buyer to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Buyer all such proxies, dividend payment orders and other instruments as the Buyer may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Buyer an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Guaranteed Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Buyer in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Buyer.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement, and (ii) the Collateral Agent or its nominee may exercise (A) all voting, consent, corporate, partnership or limited liability company and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) upon the transfer occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms Pledged Collateral directly to the Collateral Agent for deposit in a Cash Collateral Account or, with the consent of paragraph (c) abovethe Collateral Agent, an Eligible Deposit Account.

Pledged Collateral. (a) The Subject to Section 4.04 and Section 4.12, if any Grantor shall receive or become entitled to receive any Pledged Stock pledged by such Grantor hereunder Collateral after the Closing Date, it shall deliver to the Administrative Agent (i) is listed on Schedule 5 (as a duly executed Pledged Collateral Addendum identifying such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and Pledged Collateral; (ii) has been duly authorizedto the extent such Pledged Collateral is represented by certificates or promissory notes, validly issued such certificates or promissory notes, together with undated powers of transfer forms endorsed in blank by such Grantor, and (iii) to the extent such Pledged Collateral is fully paid not certificated, an executed control agreement, in form and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in substance satisfactory to the jurisdiction of organization of such Person, Foreign Subsidiaries)Administrative Agent. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to the Administrative Agent a copy of each material written notice or other material written communication received by it in respect of any Pledged Collateral. (c) No Grantor shall be entitled make or consent to exercise all of any amendment or other modification or waiver with respect to any Pledged Collateral, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or agree to any restriction with respect to any Pledged Collateral which would materially adversely affect either the rights of the Grantor granting Administrative Agent or the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock other Credit Parties pursuant to the same extent as such Grantor and be entitled to participate in Loan Documents or the management value of the issuer Pledged Collateral, or that would result in a material violation of such Pledged Stock and, upon the transfer any provision of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockCredit Agreement or any other Loan Document. (d) After Each Grantor agrees that it will assist the Administrative Agent in obtaining all Events of Default have been cured necessary approvals and making all necessary filings under federal, state, local, provincial, territorial, or waivedforeign law in connection with the Administrative Agent’s Liens on the Pledged Collateral or any sale or transfer thereof. (e) As to all limited liability company or partnership interests owned by a Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement which are not certificated (the “Uncertificated Interests”), each Grantor will have the right to exercise the voting hereby represents, warrants and consensual rights and powers covenants that it would otherwise be entitled to exercise such Uncertificated Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the terms Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of paragraph (c) abovethe Uncertificated Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provides or shall provide that such Pledged Interests are securities governed by STA as in effect in any relevant jurisdiction. No Grantor has consented to, nor will consent to, nor does any Grantor have any knowledge of control by any other Person with respect to the Collateral other than the Administrative Agent.

Pledged Collateral. Any Loan Party shall, (a) The at such Loan Party’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock pledged Collateral and the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Grantor hereunder Loan Party constituting limited liability company membership interests, shall, to the extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any event within three (3) Business Days after receipt thereof by Loan Party) to the Agent; (c) upon acquiring any new Equity Interests constituting Pledged Collateral or Instruments constituting Collateral, within five (5) Business Days (i) is listed on deliver to Agent an updated Schedule 5 (as 1 hereto, in form reasonably satisfactory to Agent, identifying such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and additional Equity Interests, which shall be attached to this Agreement, (ii) has been either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly authorizedexecuted transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, validly issued and is fully paid and nonassessable (provided that with respect to Equity Interests of a Loan Party other than Pledged Stock in limited liability companiesParent or Controlled Entity, partnerships and, if such concepts are not applicable in to the jurisdiction of organization extent the Organizational Documents of such PersonLoan Party or Controlled Entity do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, Foreign Subsidiaries). Loan Party’s or Controlled Entity’s shall not be required to deliver stock certificates, stock powers or control agreements, and (biii) As to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date. No Loan Party shall, all Pledged Collateral (nor shall any Loan Party permit any Controlled Entity, enter into any agreement restricting its ability to vote the Equity Interests or assigning or otherwise transferring or restricting its ability to vote the Equity Interests owned by such Loan Party or Controlled Entity other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the terms pledge or Agent’s exercise of paragraph (c) aboveremedies with respect to Pledged Collateral.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon written notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral in order to make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or Issuer of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall not have any duty to any Grantor to exercise any such right, privilege or option and the Collateral Agent shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, during the continuance of any Event of Default (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, each such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly provided hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Collateral Agent.

Pledged Collateral. Any Borrower shall, (a) The at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the benefits of the pledge intended to be created by Section 3.3, shall maintain, preserve and defend the title to the Pledged Stock pledged Collateral and the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Grantor hereunder Borrower constituting limited liability company membership interests, shall, to the extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the Agent) executed in blank, promptly (but in any event within three (3) Business Days after receipt thereof by Borrower) to the Agent; (c) upon acquiring any new Equity Interests constituting Pledged Collateral or Instruments constituting Collateral, within five (5) Business Days (i) is listed on deliver to Agent an updated Schedule 5 (as 5.15 hereto, in form reasonably satisfactory to Agent, identifying such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and additional Equity Interests, which shall be attached to this Agreement, (ii) has been either deliver or otherwise cause the transfer of such additional Equity Interests or Instruments (including any certificates and duly authorizedexecuted transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, validly issued and is fully paid and nonassessable (provided that with respect to Equity Interests of a Borrower other than Pledged Stock in limited liability companiesParent, partnerships and, if such concepts are not applicable in to the jurisdiction of organization extent the Organizational Documents of such PersonBorrower do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, Foreign Subsidiaries). Borrowers shall not be required to deliver stock certificates, stock powers or control agreements, and (biii) As to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Closing Date, all Pledged Collateral (. No Borrower shall enter into any agreement restricting its ability to vote the Equity Interests or assigning or otherwise transferring or restricting its ability to vote the Equity Interests owned by such Borrower other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the terms pledge or Agent’s exercise of paragraph (c) aboveremedies with respect to Pledged Collateral.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth herein and (ii) the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (ii) In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (iii) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (x) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (y) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Administrative Agent to FCMC, (i) the Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Loan Documents (or if no such order is set forth therein, then in such order as the Administrative Agent may elect) and (ii) the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to FCMC to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) FCMC shall, promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, FCMC hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockSecured Obligations. (dc) After all Events FCMC hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by FCMC to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from FCMC, and FCMC agrees that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Each Borrower hereby pledges, collaterally assigns and grants to Agent a security interest in the Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (Collateral, as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage security for the performance of the issued Secured Obligations. Each Borrower irrevocably waives any and outstanding equity all of all classes its rights under provisions of each issuer thereof as set forth on Schedule 5 any Organizational Documents of any Subsidiary which is a limited liability company or limited partnership, and (ii) under the laws under which such Subsidiary has been duly authorizedorganized, validly issued to the extent Borrower has the legal capacity to do so and that such waiver is fully paid and nonassessable permitted, that would operate to (other than Pledged Stock a) prohibit, restrict, condition or otherwise adversely affect the pledge hereunder or any enforcement action which may be taken in respect of this pledge or (b) otherwise conflict with the terms of this Section 3.3. Each Borrower of which Equity Interests consisting of limited liability companiescompany or limited partnership interests constitute Pledged Collateral hereby irrevocably consents to the grant of the security interest provided for herein and to Agent or its nominee becoming a member or limited or general partner, partnerships andas applicable, if in such concepts are not limited liability company or limited partnership, as applicable (including succeeding to any management rights appurtenant thereto), in connection with the jurisdiction exercise of organization of remedies pursuant to Section 10; provided that such Personsuccessor member or partner, Foreign Subsidiaries)as applicable, then agrees in writing to be bound by, and a party to, the applicable Organizational Document pursuant to the terms therein. (b) As Except as otherwise expressly provided in this Agreement, any sums or other property paid or distributed upon or with respect to any of the Closing DatePledged Collateral, all Pledged Collateral (other than Pledged Uncertificated Stock) whether by dividend or redemption or upon the liquidation or dissolution or recapitalization or reclassification of the capital of any issuer of the applicable Equity Interests or otherwise, shall, be paid over and all Pledged Investment Property consisting of instruments and certificates has been delivered to Agent to be held by Agent as security for the Agent payment in full in cash of all of the Secured Obligations, in each case, to the extent required constituting Net Cash Proceeds. All payments received by a Borrower shall, until paid or delivered to Agent, be held in trust for Agent, as security for the payment and performance in accordance with Section 5.3(a)full of all of the Secured Obligations, and when paid, shall be deposited into a Controlled Account. (c) Upon So long as no Event of Default shall have occurred and be continuing and at Agent’s written direction to the contrary, each Borrower shall be entitled to receive all cash dividends and distributions paid in respect of Pledged Collateral owned by it, and, prior to any acceleration pursuant to Section 10.1 hereof and any election by Agent of any remedies pursuant to Section 10.2 hereof, each Borrower shall be entitled to vote any Equity Interests owned by it and to give consents, waivers and ratifications in respect of Pledged Collateral; provided, however, that no vote shall be cast or consent, waiver or ratification given by any Borrower if the effect thereof would materially impair respect Agent’s rights with respect to the enforcement of its Lien on the Pledged Collateral or be inconsistent with or result in any violation of any of the provisions of this Agreement or any of the Loan Documents. All rights of any Borrower to receive cash dividends and distributions with respect to Pledged Collateral owned by such Borrower, and, at Agent’s option, upon notice by Agent to the applicable Borrower, all right to vote and give consents, waivers and ratifications with respect to such Pledged Collateral, shall terminate upon the occurrence and during the continuance continuation of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance continuation of an Event of Default, (a) at Agent’s election and upon notice to the applicable Loan Party, Agent may vote any Equity Interests constituting Pledged Collateral (whether or not the same shall be entitled have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of such Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Loan Party, with full power of substitution, to exercise do so); (b) Agent may demand, sue for, collect or make any compromise or settlement Agent deems suitable in respect of any Equity Interests constituting Pledged Collateral; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the rights Pledged Collateral, for cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as Agent deems expedient, all without demand for performance by any Loan Party or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law; (d) Agent may cause all or any part of the Grantor granting Pledged Collateral to be transferred into its name or the security interest in any Pledged Stockname of its nominee or nominees; and (e) at Agent’s election and upon notice thereof to the applicable Loan Party, Agent may exercise all membership or partnership, as applicable, rights, powers and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock privileges to the same extent as such Grantor and be the applicable Loan Party is entitled to participate exercise such rights, powers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by each Loan Party, to the fullest extent permitted by law). Each Loan Party recognizes that the Collateral Agent may be unable to effect a public sale or other disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Loan Party agrees that any such private sales may be at prices and other terms less favorable to the management seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of Equity Interests to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. In connection with the sale of Pledged Stock andCollateral by Agent during the continuation of an Event of Default, upon the transfer each Loan Party agrees to use its commercially reasonable efforts to cause each issuer of the entire interest Equity Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such Grantorissuer to execute and deliver, all at such Grantor shallLoan Party’s expense, by operation of lawall such instruments and documents, cease and to do or cause to be a holder done all such other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Pledged Stock; provided that Equity Interests from registration under the Agent may elect at its sole provisions of applicable laws, and absolute discretion to permit make all amendments to such Grantor to continue voting such Pledged Stockinstruments and documents which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of applicable laws and the rules and regulations of the Securities and Exchange Commission applicable thereto. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the rights of the Grantor granting the security interest in Administrative Agent an irrevocable proxy to vote all or any Pledged Stock, and a transferee or assignee part of such Pledged Stock shall become Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 During the continuance of a Lender Termination Event, if the Lender shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (as such Schedule is deemed updated by each Pledge Amendment delivered hereunderi) the Lender shall have the right to receive any and constitutes that percentage all cash dividends, payments or other Proceeds paid in respect of the issued Pledged Collateral and outstanding equity of all classes of each issuer make application thereof as to the Obligations in the order set forth on Schedule 5 herein, and (ii) has been duly authorizedthe Lender or its nominee may exercise (A) all voting, validly issued consent, corporate and is fully paid other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and nonassessable (B) any and all rights of conversion, exchange and subscription and any other than rights, privileges or options pertaining to the Pledged Stock in limited liability companiesCollateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, partnerships andconsolidation, if such concepts are not applicable reorganization, recapitalization or other fundamental change in the jurisdiction corporate structure of organization any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such Personterms and conditions as the Lender may determine), Foreign Subsidiaries)all without liability except to account for property actually received by it, but the Lender shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bii) As of In order to permit the Closing Date, all Pledged Collateral (Lender to exercise the voting and other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Lender all such proxies, dividend payment orders and other instruments as the Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Lender an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of a Lender Termination Event and which proxy shall only terminate upon the transfer payment in full of the entire interest Obligations. (iii) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to the Lender.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage Subject to the terms of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence Intercreditor Agreement and during the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Intercreditor Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) only during the continuance of an Event of Default and which proxy shall only terminate upon the transfer earlier to occur of (x) the termination of such Event of Default and (y) the payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Agent Collateral Trustee to the Grantor, (i) the Collateral Trustee shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Collateral Trust Agreement, and (ii) the Collateral Trustee or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Collateral Trustee shall have no duty to the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) the Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockSecured Obligations. (dc) After all Events The Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Grantor to (i) comply with any instruction received by it from the Collateral Trustee in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from the Grantor, and the Grantor agrees that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to the Collateral Trustee.

Pledged Collateral. (a) The Pledged Stock pledged by such Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and outstanding equity all payments made in respect of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorizedthe Pledged Notes, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable to the extent permitted in the jurisdiction of organization of such PersonCredit Agreement, Foreign Subsidiaries)and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of If an Event of Default, Default shall have occurred and be continuing and the Administrative Agent shall be entitled have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such each Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured exercise or waived, each Grantor will have the right to exercise refrain from exercising the voting and other consensual rights and powers that which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in accordance with Section 6.5. In addition, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of any Event of Default, without notice to the relevant Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request in writing and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) If an Event of Default shall have occurred and be continuing, each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of paragraph this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (cii) abovepay any dividends or other payments with respect to the Investment Property, including Pledged Collateral, directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of DefaultDefault (subject only to any required notice provided in the Orders), if the Lender shall give notice of its intent to exercise such rights to the Grantor, (A) the Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth herein and (B) the Lender or its nominee may exercise (1) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Collateral, the Agent right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability except to account for property actually received by it, but the Lender shall have no duty to the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (ii) In order to permit the Lender to exercise the voting and other consensual rights it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions it may be entitled to receive hereunder, (A) the Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Lender all such proxies, dividend payment orders and other instruments as the Lender may from time to time reasonably request and (B) without limiting the effect of clause (i) above, the Grantor hereby grants to the Lender an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockObligations. (diii) After all Events The Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Grantor to (A) comply with any instruction received by it from the Lender in writing that (1) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (2) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from the Grantor, and the Grantor agrees that such issuer shall be fully protected in so complying, and (cB) aboveunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to the Lender.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such Grantor shallissuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, by operation of law, cease pay any dividend or other payment with respect to be a holder of such the Pledged Stock; provided that Collateral directly to the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockCollateral Agent. (d) After all Events It is hereby acknowledged and agreed that the Collateral Agent shall not deliver any blockage notice or similar document pursuant to any Deposit Account Control Agreement or Control Account Agreement unless an Event of Default shall have been cured or waived, each Grantor will have the right to exercise the voting occurred and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) abovecontinuing.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, subject to the rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations, and (ii) the Collateral Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Credit Agreement EXIDE TECHNOLOGIES Grantor or Grantors, (A) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth herein and (B) the Administrative Agent or its nominee may exercise (1) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (ii) In order to permit the Administrative Agent to exercise the voting and other consensual rights it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions it may be entitled to receive hereunder, (A) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (B) without limiting the effect of subclause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (iii) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (A) comply with any instruction received by it from the Administrative Agent in writing that (1) states that an Event of Default has occurred and is continuing and (2) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying, and consensual rights and powers that it would (B) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) above.Pledged Collateral directly to the Administrative Agent. 133 Credit Agreement EXIDE TECHNOLOGIES

Pledged Collateral. (a) The Such Grantor shall deliver to the Administrative Agent all certificates and Instruments representing or evidencing any Pledged Stock pledged Collateral (including Additional Pledged Collateral) whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment), to the extent that a new Grantor hereunder is required to join this Agreement, an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (iForm of Joinder Agreement), or such other documentation acceptable to the Administrative Agent; provided that no Grantor shall be obligated to deliver to the Administrative Agent pursuant to this Section 4.4(a) is listed on Schedule 5 (Pledged Collateral) physical possession of any certificate or note evidencing any ▇▇▇▇▇▇▇ IRB Bonds in an aggregate principal amount not to exceed $35,000,000 or any accompanying transfer documentation as such Schedule is deemed updated by otherwise required hereby. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) this Agreement. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Article V (Remedial Provisions) or in the Credit Agreement, such Grantor shall be entitled to receive all interest, income, dividends, distributions and other amounts payable in cash or other property paid in respect of the Pledged Collateral (other than additional Pledged Stock or Pledged Notes required to be physically delivered hereunder) permitted to be paid in accordance with the terms of the Loan Documents. To the extent that the US Borrower is required to make a prepayment under the Credit Agreement with respect to any money or property paid to such Grantor in respect of the Pledged Collateral, such Grantor shall hold such money or property in trust for the Administrative Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations, until such money or property is paid or delivered to the Administrative Agent in accordance with the Credit Agreement. (c) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral in any material respect, be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION (d) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any material amount of Investment Property to any Person other than the Administrative Agent, other than to a Securities Intermediary pursuant to Article 8-106(e) of the UCC with respect to any Investment Property. (e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. Each such Grantor that is an issuer of Pledged Collateral or a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral consents to (i) the exercise of the rights granted to the Administrative Agent hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Grantor granting Pledged Stock in such Person and to the security interest in any Pledged Stock, and a transferee or assignee transfer of such Pledged Stock shall become to the Administrative Agent or its nominee and, upon the occurrence and during the continuance of an Event of Default, to the substitution of the Administrative Agent or its nominee as a holder of such Pledged Stock to with all the rights, powers and duties of other holders of Pledged Stock of the same extent as such class and, if the Grantor and be entitled to participate in the management of the issuer of having pledged such Pledged Stock andhereunder had any right, upon power or duty at the transfer time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and duties. Such Grantor agrees to execute and deliver to the Administrative Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given in this clause (e). (f) Such Grantor shall not, without the consent of the entire Administrative Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of such Grantor, the Administrative Agent in the Pledged Collateral pledged by such Grantor shallhereunder, by operation including any amendment electing to treat any membership interest or partnership interest that is part of lawthe Pledged Collateral as a “security” under Section 8-103 of the UCC, cease or any election to be turn any Stock or Stock Equivalent that is Pledged Uncertificated Stock into Stock or a holder of such Stock Equivalent that is Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Certificated Stock. (dg) After all Events Any loan or advance made by any Grantor to any Foreign Subsidiary of Default have been cured the US Borrower having a value in excess of $10,000,000 shall be evidenced by an Intercompany Note or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant other Instrument reasonably acceptable to the terms of paragraph (c) aboveAdministrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Bank Administrative Agent to the relevant Grantor or Grantors, (i) the Bank Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in Section 5.5 and (ii) the Bank Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Bank Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Bank Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Bank Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Bank Administrative Agent all such proxies, dividend payment orders and other instruments as the Bank Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Bank Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall only become effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books Pledge and Security Agreement FMC Corporation of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Bank Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Bank Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by Subject to clause (c) below, the applicable Borrowers shall execute and deliver to the Administrative Agent as additional security for the Obligations (and, if necessary, shall cause any Subsidiary and each other applicable Person that is Affiliated with any Person comprising the Borrowers and any Subsidiary, as applicable, to execute and deliver to Administrative Agent), the following additional Loan Documents and any related information and materials, and Borrowers shall pay all costs and expenses in connection with Administrative Agent negotiation, enforcement, amendment, administration, filing and recording any such Grantor hereunder Security Instrument (including, without limitation, any mortgage or intangible tax) and reviewing and evaluating any such related information and materials: (i) is listed one or more Mortgages encumbering Oil and Gas Properties of the Credit Parties and granting the Administrative Agent (on Schedule 5 behalf of the Lenders) a first-priority Lien interest (subject only to Permitted Encumbrances) therein such that after giving effect thereto, the mortgaged Oil and Gas Properties will represent at least 85% of the proved developed producing (discounted at present worth at 8% (“PDP PW8”) total value of the Oil and Gas Properties evaluated in the most recently completed reserve report or engineering report (as such Schedule is deemed updated by each Pledge Amendment delivered hereunderapplicable) after giving effect to exploration and constitutes that percentage of the issued production activities, acquisitions, dispositions and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Dateproduction, all Pledged Collateral (other than Pledged Uncertificated Stock) as determined by Administrative Agent in accordance with Administrative Agent’s then-current practices, economic and all Pledged Investment Property consisting of instruments pricing parameters, methodology, assumptions, and certificates has been delivered prudent oil and gas banking industry standards established by Administrative Agent from time to the Agent to the extent required time for its petroleum industry customers. All such Liens will be created and perfected by and in accordance with Section 5.3(athe provisions of the Mortgages and UCC financing statements, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficiently executed (and acknowledged where necessary or appropriate) counterparts for recording purposes with accurate and complete legal descriptions (which instruments Administrative Agent shall then cause to be recorded, at Borrowers’ cost, in all applicable jurisdictions as determined by Administrative Agent); provided, however, that notwithstanding any provision in any Mortgage or any other Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Borrower included as Property encumbered by any Mortgage or any other Security Instrument; provided, further, that (A) the applicable Borrower’s interests in all lands and Hydrocarbon Interests situated under any such Building or Manufactured (Mobile) Home shall be included as Property encumbered by all applicable Mortgages and other Security Instruments, and (B) the Borrowers shall not, and shall not permit any of its Subsidiaries to, permit to exist any Lien on any such Building or Manufactured (Mobile) Home, except Permitted Encumbrances; (ii) all documents, if any, required by the applicable jurisdictions for filing in connection with the recording of any such Oil and Gas Properties Mortgage(s); (iii) all title information and materials respecting the Oil and Gas Properties that will be encumbered by such Mortgage(s). Borrowers shall at all times, promptly following Administrative Agent’s request, provide Administrative Agent access to all title opinions, assurances or such other reasonable title information and data requested by and/or reasonably acceptable to Administrative Agent to the extent related to the Oil and Gas Properties and covering enough of the Oil and Gas Properties so that the Administrative Agent shall have received together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 85% of the PDP PW8 total value of the Oil and Gas Properties evaluated in the most recently completed reserve report or engineering report (as applicable). Without limitation of any of the foregoing, but in furtherance thereof, a correct, complete and accurate schedule of the Oil and Gas Properties that will be encumbered by such Mortgage(s) is attached to and incorporated into this Fourth Amendment as Exhibit A hereto; and (iv) until such time as the Superior Release Effective Date, if any, shall have occurred in accordance with the Fourth Amendment, the Pledge Agreement which shall provide the Administrative Agent (on behalf of the Lenders) a first-priority Lien interest in all of the Equity Interests of Superior Pipeline Company, L.L.C. (b) Subject to clause (c) below, in connection with each redetermination of the Borrowing Base, the Administrative Agent shall review the reserve report or engineering report (as applicable) and the list of current mortgaged Oil and Gas Properties to ascertain and determine (in accordance with Administrative Agent’s then-current practices, economic and pricing parameters, methodology, assumptions, and prudent oil and gas banking industry standards established by Administrative Agent from time to time for its petroleum industry customers) whether the mortgaged Oil and Gas Properties represent at least 85% of the PDP PW8 total value of the Oil and Gas Properties evaluated in the most recently completed reserve report or engineering report (as applicable). In the event that the mortgaged Oil and Gas Properties do not represent at least 85% of such PDP PW8 total value, then the Borrowers shall, and, if necessary, shall cause the Subsidiaries or any such other Persons to, grant to the Administrative Agent, within thirty (30) days after written request from Administrative Agent as security for the Obligations a first-priority Lien (subject only to Permitted Encumbrances) interest on additional Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the mortgaged Oil and Gas Properties will represent at least 85% of such PDP PW8 total value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (c) Upon Notwithstanding the occurrence foregoing, the Credit Parties’ obligations under this Section 6.11 shall not apply during any period in which Unit is in compliance with the Ratings Requirement. Borrowers’ shall have the right to request Administrative Agent, at Borrowers’ sole cost and expense, to release and/or terminate any Security Instrument outstanding during any period in which Borrowers are in compliance with the continuance of an Ratings Requirement and, so long as no Event of DefaultDefault exists and Borrowers are in compliance with the Ratings Requirement as of the date of such request and as of the effective date of such release and/or termination, the Administrative Agent shall record and/or file such termination or otherwise cause such release to occur, provided, in the event at any time from and after such release and/or termination, Borrowers’ fail to satisfy (or remain in compliance with) the Ratings Requirement, Borrowers shall, within thirty (30) days after notice thereof, execute and deliver (or cause to be entitled executed and delivered) all such Security Instruments as are required under clauses (a) and (b) above as security for the Obligations. The rights granted the Credit Parties under this section will be available from time to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock time to the same extent as such Grantor and be entitled to participate in Unit satisfies the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockRatings Requirement. (d) After all Events Any material failure by Borrowers or any other Credit Party or Person to timely perform and comply with the covenants and requirements as set forth in this Section 6.11 shall constitute an Event of Default have been cured under Section 10.1 of this Agreement, provided, for purposes hereof, any failure by any Borrower, other Credit Party or waivedother Person to provide all information and materials respecting the Oil and Gas Properties that will be encumbered by such Mortgage(s) (including, each Grantor will have without limitation, legal descriptions) or other information necessary for Administrative Agent to properly record the right to exercise Mortgage(s) within 60 days following the voting and consensual rights and powers that it would otherwise Fourth Amendment Effective Date (as such 60 days may be entitled to exercise pursuant to the terms of paragraph (cextended by Administrative Agent in its sole discretion) aboveshall constitute a material failure under this Agreement.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Administrative Agent to the Grantor, (i) the Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Loan Documents (or if no such order is set forth therein, then in such order as the Administrative Agent may elect) and (ii) the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any the Grantor or any other Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Grantor shall, promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockSecured Obligations. (dc) After all Events The Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from the Grantor, and the Grantor agrees that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Agent Collateral Trustee to the relevant Grantor or Grantors, (i) the Collateral Trustee shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Collateral Trust Agreement, and (ii) the Collateral Trustee or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Collateral Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Trustee in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to the Collateral Trustee.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage 100% of the issued and outstanding Equity Interests in the Seller, including, but not limited to, the following: (A) all dividends, distributions and income from the Equity Interests, all shares, securities, membership interests or other equity interests representing a dividend on any of the Equity Interests in the Seller, or representing a distribution or return of capital upon or in respect of the Equity Interests in the Seller, or resulting from a stock or membership split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Equity Interests in the Seller; and (B) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder, in the event of any consolidation or merger involving the issuer of any Equity Interests in the Seller and in which such issuer is not the surviving entity, all classes shares of each issuer thereof as set forth on Schedule 5 class of the Equity Interests in the successor entity formed by or resulting from such consolidation or merger; and (C) all right, title and interest of the Pledgor in, to and under the Governing Documents of the Seller or any other agreement or instrument relating to the Pledged Collateral, including, without limitation, (1) all rights of the Pledgor to receive moneys or distributions with respect to the Pledged Collateral due and to become due under or pursuant to such Governing Documents, (2) all rights of the Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Collateral, (3) all claims of the Pledgor for damages arising out of or for breach of or default under such Governing Documents, (4) any right of the Pledgor to perform under such Governing Documents and to compel performance and otherwise exercise all rights and remedies thereunder, and (ii5) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights Pledgor’s right, title and interest as a member of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled Seller to participate in the operation or management of the issuer of such Pledged Stock and, upon the transfer Seller and all of the entire interest of Pledgor’s ownership interests under such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.Governing Documents;

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 Upon request of the Administrative Agent, such Loan Party will deliver to the Administrative Agent, all certificates or Instruments representing or evidencing any Pledged Collateral, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Loan Party's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together with a Pledge Amendment, duly executed by the Loan Party, in substantially the form of Exhibit L (as a "Pledge Amendment"), in respect of such Schedule is deemed updated by Additional Pledged Collateral and authorizes the Administrative Agent to attach each Pledge Amendment delivered hereunder) and constitutes that percentage of to this Agreement. The Administrative Agent shall have the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorizedright, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon upon the occurrence and during the continuance continuation of an Event of Default, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (ii) Except as provided in Section 11.7, such Loan Party shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, any distribution of capital made on or in respect of any of the Pledged Collateral or any property distributed upon or with respect to any of the Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall be paid into the Blocked Account or Securities Account of the relevant Loan Party or as required under Section 7.12. (iii) Except as provided in Section 11.7, such Loan Party will be entitled to exercise all voting, consent and corporate rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Loan Party which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement or any other Loan Document or, without prior notice to the rights Administrative Agent, to enable or take any other action to permit any issuer of the Grantor Pledged Collateral to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the security interest in right to purchase or exchange for any Pledged Stock, and a transferee stock or assignee other equity securities of such Pledged Stock shall become a holder any nature of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the any issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockCollateral. (div) After all Events Such Loan Party shall not grant Control over any Investment Property to any Person other than the Administrative Agent or State Street Bank and Trust Company, as authorized bailee thereof. (v) In the case of Default have been cured or waivedeach Loan Party which is an issuer of Pledged Collateral, such Loan Party agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. In the case of each Grantor will have Loan Party which is a partner in a Partnership, such Loan Party hereby consents to the right extent required by the applicable Partnership Agreement to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pledge by each other Loan Party, pursuant to the terms hereof, of paragraph the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Loan Party which is a member of an LLC, such Loan Party hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Loan Party, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in question. (cvi) aboveSuch Loan Party will not agree to any amendment of an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Loan Party hereunder, including electing to treat the membership interest or partnership interest of such Loan Party as a security under Section 8-103 of the UCC.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage Subject to the provisions of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorizedLien Subordination Agreement, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, upon notice by the Agent Secured Party to the relevant Grantor or Grantors, (i) the Secured Party shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Subordinated Credit Agreement, and (ii) the Secured Party or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Secured Party may determine), all without liability except to account for property actually received by it, but the Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) Subject to the provisions of the Lien Subordination Agreement, in order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Secured Party an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Subject to the provisions of the Lien Subordination Agreement, each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Secured Party in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to the Secured Party.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement, and (ii) the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate, partnership or limited liability company and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms Pledged Collateral directly to the Administrative Agent for deposit in a Cash Collateral Account or, with the consent of paragraph (c) abovethe Administrative Agent, an Eligible Deposit Account.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, (A) Schedule 9(a) and 9(b) to the Perfection Certificate sets forth all of the Pledged Collateral Equity that is required to be pledged to the Administrative Agent hereunder, (B) Schedule 10 to the Perfection Certificate sets forth all Instruments (other than the Equity Interests identified on Schedule 9 to the Perfection Certificate or Instruments that are Excluded Assets) that are required to be pledged to the Administrative Agent hereunder (x) owing to any Grantor by any non-Loan Party in excess of $2,500,000 individually, and (y) owing to any Grantor by another Loan Party in excess of $5,000,000, individually and (C) except as provided for in the Pari Passu Intercreditor Agreement, no Person other than the Administrative Agent has control or possession of all or any part of the Collateral with respect to which a security interest can be perfected by control or possession, except as permitted by the Credit Agreement. All of the Pledged Uncertificated StockEquity is validly issued and outstanding, fully paid and, to the extent applicable, non- assessable. No Equity Interest in any partnership or limited liability company that constitutes Collateral (x) is dealt in or traded on a securities exchange or in a securities market, (y) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, unless such Pledged Equity is certificated and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Administrative Agent pursuant to the terms hereof (or as otherwise delivered as provided for in the Pari Passu Intercreditor Agreement), or (z) is an Investment Company Security. (ii) Each Grantor which is the issuer of any Pledged Collateral owned by any other Grantor, hereby (A) acknowledges the security interest of the Administrative Agent in such Pledged Collateral granted by such other Grantor hereunder, (B) agrees that upon the occurrence and continuation of an Event of Default, it will comply with the instructions with respect to such Pledged Collateral originated by the Administrative Agent without further consent of such other Grantor and (C) otherwise agrees that it will be bound by the terms of this Agreement relating to the Pledged Collateral issued by it. (iii) In the case of each Grantor which is a partner in a partnership or a member (and/or manager) in a limited liability company, as the case may be, of a Person which is the issuer of any Pledged Equity, such Grantor hereby consents to the extent required by any applicable Organization Documents to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Equity in such partnership or limited liability company, as the case may be, and upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Pari Passu Intercreditor Agreement, to the transfer of such Pledged Equity to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as the substituted partner or member (and/or manager) in accordance such partnership or limited liability company with all rights, powers and duties of a partner or member (and/or manager), as the case may be. (iv) Notwithstanding anything to the contrary in this Section 5.3(a10(c), unless and until an Event of Default shall have occurred and be continuing and the Administrative Agent has given written notice to the applicable Grantor that such rights and powers are terminated (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 8.01(f) of the Credit Agreement): (A) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Loan Documents; (B) the Administrative Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of a Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to clause (A) above; and (C) each Grantor shall be entitled to receive, retain, and to utilize any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral, but only if and to the extent that such dividends, interest, principal and other distributions are not otherwise prohibited by the terms and conditions of this Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Equity or received in exchange for any Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, to the extent the same is required to be delivered to the Administrative Agent as set forth in Section 4(b), shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and shall be forthwith delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (cv) Upon the occurrence and during the continuance of an Event of Default and written notice from the Administrative Agent to the applicable Grantor that such rights and powers are terminated (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 8.01(f) of the Credit Agreement), all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to Section 10(c)(iv) (or proceeds of any other Collateral) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions (and the proceeds of all other Collateral). All dividends, interest, principal or other distributions and the proceeds of other Collateral received by any Grantor contrary to the provisions of this Section 10(c)(v) shall be held in trust for the benefit of the Administrative Agent and shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this Section 10(c)(v) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied as provided in Section 12. (vi) Upon the occurrence and during the continuance of an Event of Default and written notice from the Administrative Agent to the applicable Grantor that such rights and powers are terminated (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 8.01(f) of the Credit Agreement), all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 10(c)(iv)(A), and the obligations of the Administrative Agent under Section 10(c)(iv)(B), shall cease, and all such rights shall (subject to the terms of the Pari Passu Intercreditor Agreement) thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. If after the occurrence of an Event of Default, such Event of Default shall have been waived pursuant to Section 10.01 of the Credit Agreement or remedied and there is then no other Event of Default continuing, each Grantor will again have the right to exercise the voting and consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of Section 10(c)(iv)(A). (vii) Subject to the terms of the Pari Passu Intercreditor Agreement, the Administrative Agent, on behalf of the Secured Parties, shall have the right to hold all Pledged Equity that is certificated as collateral endorsed or assigned in blank, except as otherwise agreed pursuant to the definition of “Excluded Perfection Action”. Subject to the terms of the Pari Passu Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all Administrative Agent, on behalf of the rights of Secured Parties, shall also have the Grantor granting the security interest right (in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion discretion), to permit such hold, or have registered, all other Pledged Collateral in its own name (as pledgee), the name of its nominee, as a sub-agent (as pledgee) or the name of the applicable Grantor; provided that no Grantor shall be required to continue voting such Pledged Stock. (d) After all Events take any Excluded Perfection Action. At the request of Default have been cured or waivedthe Administrative Agent, each Grantor will promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to any Pledged Collateral registered in the name of such Grantor. The Administrative Agent shall at all times have the right to exercise exchange the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant certificates or instruments (to the extent permitted by the terms thereof) representing Pledged Collateral for certificates or instruments of paragraph (c) abovesmaller or larger denominations for any purpose consistent with this Agreement.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by either Collateral Agent to the relevant Grantor or Grantors, (i) each Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and turn them over to the Applicable Collateral Agent as provided in SECTION 5.4 (PROCEEDS TURNED OVER TO APPLICABLE COLLATERAL AGENT) for the PLEDGE AND SECURITY AGREEMENT PRESTIGE BRANDS, INC. Applicable Collateral Agent to make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) each Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as each Collateral Agent may reasonably determine), all without liability except to account for property actually received by it; PROVIDED, HOWEVER, that no Collateral Agent shall have any duty to any Grantor to exercise any such right, privilege or option and no Collateral Agent shall be responsible for any failure to do so or delay in so doing. (b) In order to permit each Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Collateral Agent all such proxies, dividend payment orders and other instruments as the Applicable Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of CLAUSE (i) above, such Grantor hereby grants to each Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock andCollateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate (x) in the case of the Administrative Agent, upon the transfer payment in full of the entire interest First-Priority Secured Obligations and (y) in the case of the Tranche C Agent, upon the payment in full of the Tranche C Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from any Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and that is not prohibited from giving such instruction pursuant to the Intercreditor Agreement and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly provided hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to such Collateral Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) In accordance with, and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon consistent with, the occurrence and terms of the Intercreditor Agreement, during the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Indenture and in accordance with the terms of the Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Collateral Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the rights of the Grantor granting the security interest in Collateral Agent an irrevocable proxy to vote all or any Pledged Stock, and a transferee or assignee part of such Pledged Stock shall become Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent, in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) The Pledged Stock pledged Except as permitted by such the Credit Agreement, each Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) hereby covenants and constitutes that percentage agrees that, without the prior written consent of the Administrative Agent, it shall not vote or take any other action to amend or terminate its Partnership Agreement, LLC Agreement, certificate of incorporation, by-laws or other organizational documents in any way that adversely affects the validity, perfection or priority of the Administrative Agent’s Security Interest in any material respect. Each Grantor hereby covenants and agrees that, on or after the date hereof, without the prior written consent of the Administrative Agent, it will not designate or specify in any applicable document or contract that any of the Pledged LLC Interests or the Pledged Partnership Interests are governed by Article 8 of the UCC unless it shall cause certificates to be issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization respect of such Person, Foreign Subsidiaries)Equity Interest and deliver such certificates to the Administrative Agent in accordance with the terms of Section 4.7(d)(i) hereof. (b) As of Each Grantor shall cause any Indebtedness held by such Grantor having a principal amount greater than $2,500,000 individually and $5,000,000 in the Closing Date, all Pledged Collateral aggregate (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments held through a Securities Intermediary and certificates has been intercompany Indebtedness among or between the Loan Parties) to be evidenced by a duly executed promissory note, bond, debenture or similar instrument that is pledged and delivered to the Administrative Agent pursuant to the extent terms hereof and, if required for perfection purposes, duly indorsed to the order of the Administrative Agent or in blank (or accompanied by and a customary instrument of transfer executed in accordance with Section 5.3(ablank). (c) Each Grantor hereby covenants and agrees that, in the event it establishes or acquires rights in any Pledged Stock, Pledged Partnership Interests, or Pledged LLC Interests (or any certificates or other instruments representing any of the foregoing), such Grantor shall promptly deliver to the Administrative Agent, but in any event not later than the delivery of the Compliance Certificate with respect to the Fiscal Quarter in which such event occurred (or such later date as is acceptable to the Administrative Agent in its sole discretion), a completed Security Supplement together with all supplements to the relevant Perfection Certificate, reflecting such new Pledged Stock, Pledged Partnership Interests, or Pledged LLC Interests (or any certificates or other instruments representing any of the foregoing). Notwithstanding the foregoing, it is understood and agreed that the Security Interest of the Administrative Agent shall attach to all Pledged Collateral immediately upon such Grantor’s acquisition of rights therein and shall not be affected by the failure of such Grantor to deliver a Security Supplement or any required supplement to the Perfection Certificate as required hereby. (d) Each Grantor agrees that with respect to any Pledged Collateral and any Securities, Instruments or Tangible Chattel Paper, that it shall comply with the provisions of this Section 4.7(d), in each case in form and substance reasonably satisfactory to the Administrative Agent. (i) With respect to any Pledged Collateral constituting Certificated Securities and any Instruments or Tangible Chattel Paper acquired or pledged on or after the date hereof, other than as agreed to by the Administrative Agent in its reasonable discretion, not later than the date of delivery of the Compliance Certificate with respect to the Fiscal Quarter in which such event occurred (or such later date as is acceptable to the Administrative Agent in its sole discretion), it shall deliver or cause to be delivered to the Administrative Agent (or its agent or designee) all such Certificated Securities, Instruments and Tangible Chattel Paper, stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and all other instruments and documents as the Administrative Agent may reasonably request or that are necessary to give effect to the pledge granted hereby; provided, however that (i) any such Pledged Collateral owned on the Sixth Amendment Effective Date shall be delivered to the Administrative Agent on the Sixth Amendment Effective Date and (ii) no Grantor shall be required to deliver any Certificated Securities or stock powers representing its equity interests in Palantir Technologies Shakti Private Limited so long as Palantir Technologies Shakti Private Limited is not a direct Subsidiary of such Grantor. (ii) With respect to any Pledged Collateral constituting Uncertificated Securities, upon the reasonable request of the Administrative Agent, it shall cause the issuer thereof either (i) to register the Administrative Agent as holder of a security interest in such Uncertificated Security, upon original issue or registration of transfer, (ii) to promptly (but in any event within 30 days of such request (or such later date as the Administrative Agent may agree in its sole discretion)) agree in writing with such Grantor and the Administrative Agent that such issuer will comply with instructions originated by the Administrative Agent with respect to such Uncertificated Security without further consent of such Grantor, or (iii) such other procedure provided under the laws of the jurisdiction of the issuer with the respect to the registration of a security interest and reasonably acceptable to the Administrative Agent, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent. (e) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled have the right, without notice to exercise the Grantors, to (A) transfer all or any portion of the rights Pledged Collateral to its name or the name of the Grantor granting the security interest in its nominee or agent and (B) exchange any Pledged Stock, and a transferee certificates or assignee Instruments representing any Investment Property for certificates or Instruments of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stocksmaller or larger denominations. (df) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above[Reserved].

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (So long as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an no Event of DefaultDefault shall have occurred and be continuing, the Agent Subsidiary Guarantors shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise all voting, consensual and other powers of ownership pertaining to the voting Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein. Notwithstanding the foregoing, the Subsidiary Guarantors jointly and consensual severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Documents or any such other instrument or agreement, or in any manner adverse to the Lenders’ rights, remedies or interest in any of the Loan Documents. The Administrative Agent shall execute and deliver to the Subsidiary Guarantors or cause to be executed and delivered to the Subsidiary Guarantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Subsidiary Guarantors may reasonably request for the purpose of enabling the Subsidiary Guarantors to exercise the rights and powers that it would otherwise be they are entitled to exercise pursuant to this Section 5.04(a). Unless and until an Event of Default shall have occurred and be continuing, the Subsidiary Guarantors shall be 4841-1063-1838V11 entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus. If an Event of Default shall have occurred and be continuing, whether or not the Secured Creditors or any of them exercise any available right to declare any Secured Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent and retained by it as part of the Collateral, subject to the terms of paragraph this Agreement. If the Administrative Agent shall so request in writing at the direction of the Required Lenders, the Subsidiary Guarantors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Subsidiary Guarantors (cexcept to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Subsidiary Guarantors. Each Subsidiary Guarantor expressly authorizes and instructs each issuer of any Pledged Shares pledged hereunder to (i) abovecomply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Subsidiary Guarantor, and such Subsidiary Guarantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Shares directly to the Administrative Agent for the benefit of the Secured Creditors.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, upon notice by the Agent to the relevant Grantor or Grantors, (i) the Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Agent or its nominee may exercise (A) all voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Agent all such proxies, dividend payment orders and other instruments as the Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Agent.

Pledged Collateral. The Collateral pledged by each Grantor under this Agreement shall include all of such Grantor’s right, title and interest in, to and under the following Equity Interests and Indebtedness now owned or hereafter acquired by such Grantor (collectively, the “Pledged Collateral”): (a) The Pledged Stock pledged (i) the shares of capital stock, membership interests, general and limited partnership interests and other Equity Interests in any Person owned by such Grantor hereunder (i) is on the Closing Date and listed opposite the name of such Grantor on Schedule 5 3.01 to the Perfection Certificate, (as ii) any other Equity Interests of any Person obtained in the future by such Grantor and identified on Schedule is deemed updated by each Pledge Amendment delivered hereunder3.01 to any Perfection Certificate Supplement, and (iii) and constitutes the certificates representing all such Equity Interests (collectively, the “Pledged Equity”); provided, however, that percentage the Pledged Equity of any Grantor shall not include (A) more than 65% of the aggregate issued and outstanding equity voting Equity Interests of all classes of each issuer thereof as set forth on Schedule 5 and any Foreign Subsidiary owned directly by such Grantor or (iiB) has been duly authorizedany Equity Interest in any Person which is evidenced by a Security or a Security Entitlement which is maintained in a Securities Account which is either (1) maintained with the Administrative Agent or (2) maintained with any other Securities Intermediary; provided that, validly issued and is fully paid and nonassessable (to the extent required by Section 4.01(h), any such other than Pledged Stock in limited liability companies, partnerships and, if Securities Intermediary shall have entered into a Control Agreement with the Administrative Agent with respect to such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries)Securities Account. (b) As (i) the promissory notes (including Intercompany Notes) and debt securities of any other Person owned by such Grantor on the Closing Date and the loans and advances for money borrowed and made by such Grantor to any other Person which are outstanding on the Closing Date, all Pledged Collateral in each case, which are listed opposite the name of such Grantor on Schedule 3.02 of the Perfection Certificate, (ii) any promissory notes (including Intracompany Notes), debt securities, and loans or advances for money borrowed in the future issued to or owed to such Grantor by any other than Pledged Uncertificated StockPerson and identified on Schedule 3.02 to any Perfection Certificate Supplement, and (iii) the promissory notes (including, Intercompany Notes) and all any other instruments as may hereafter be issued to evidence such loans or advances for money borrowed (collectively, the “Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(aDebt”); provided, however, that Pledged Debt shall not include any loans or advances for any Warehousing Facilities. (c) Upon subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all conversion of the rights of the Grantor granting the security interest items referred to in any Pledged Stock, clauses (a) and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock.(b) above; (d) After subject to Section 2.05, all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant privileges of such Grantor with respect to the terms of paragraph securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 During the continuance of an Event of Default, if the Lender shall give notice of its intent to exercise such rights to the Loan Parties, (as such Schedule is deemed updated by each Pledge Amendment delivered hereunderi) the Lender shall have the right to receive any and constitutes that percentage all cash dividends, payments or other Proceeds paid in respect of the issued Released Hercules Stock and outstanding equity of all classes of each issuer the Remaining Pledged Collateral and make application thereof as set forth on Schedule 5 to the Indebtedness, and (ii) has been duly authorizedthe Lender or its nominee may exercise, validly issued to the extent exercisable by the applicable Loan Party, (A) all voting, consent, corporate and is fully paid other rights pertaining to the Released Hercules Stock and nonassessable the Remaining Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other than rights, privileges or options pertaining to the Released Hercules Stock and the Remaining Pledged Stock in limited liability companiesCollateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, partnerships andconsolidation, if such concepts are not applicable reorganization, recapitalization or other fundamental change in the jurisdiction corporate structure of organization any issuer of Released Hercules Stock and the Remaining Pledged Collateral, the right to deposit and deliver any and all of the Released Hercules Stock and the Remaining Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such Personterms and conditions as the Lender may determine), Foreign Subsidiaries)all without liability except to account for property actually received by it, but the Lender shall have no duty to any Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bii) As of In order to permit the Closing DateLender to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon after the occurrence and during the continuance of an Event of Default, (A) each Loan Party, as applicable, shall promptly execute and deliver (or cause to be executed and delivered) to the Agent shall be entitled Lender all such proxies, dividend payment orders and other instruments as the Lender may from time to time reasonably request and (B) without limiting the effect of clause (A) above, each Loan Party hereby grants to the Lender an irrevocable proxy to vote all or any part of the Released Hercules Stock and the Remaining Pledged Collateral and to exercise all of the rights of the Grantor granting the security interest in any Pledged Stockother rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any such action (including any transfer of any such Released Hercules Stock and the Remaining Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockIndebtedness. (diii) After all Events Each Loan Party hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Loan Party to (A) comply with any instruction received by it from the Lender in writing in respect to the Released Hercules Stock and the Remaining Pledged Collateral that (1) during the pendency of an Event of Default, states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (2) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from such Loan Party, and such Loan Party agrees that such issuer shall be fully protected in so complying and (cB) aboveas expressly permitted herein, pay any dividends or other payments with respect to such Released Hercules Stock and Remaining Pledged Collateral directly to the Lender.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed All certificates, notes and other instruments representing or evidencing the Pledged Shares or the Pledged Debt and all other instruments now owned or at anytime hereafter acquired by any Grantor other than any Excluded Notes (collectively, the "Pledged Collateral") shall be ------------------ delivered to and held by or on Schedule 5 behalf of the Administrative Agent pursuant hereto (except as such Schedule is deemed updated by each Pledge Amendment delivered hereunderotherwise provided in the last sentence of Section 4(b) hereof) and constitutes that percentage shall be in ------------ suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock transfer or assignments in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Dateblank, all Pledged Collateral (other than Pledged Uncertificated Stock) in form and all Pledged Investment Property consisting of instruments and certificates has been delivered substance satisfactory to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled have the right, at any time in its discretion and without notice to exercise any Grantor, to transfer to or to register in the name of the Administrative Agent or any nominee of the Administrative Agent any or all of the rights of the Grantor granting the security interest in any Pledged StockCollateral, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock subject only to the same extent as such Grantor and be entitled to participate revocable rights specified in the management of the issuer of such Pledged Stock andSection 5(c) hereof. In addition, upon the transfer ------------ occurrence and during the continuance of an Event of Default, the entire interest Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stocksmaller or larger denominations. (dii) After all Events of Default have been cured or waived, each Each Grantor will have the right to exercise the voting and consensual rights and powers agrees that it would will (A) cause each issuer of the Pledged Shares subject to its control not to issue any stock or other securities in addition to or in substitution for the Pledged Shares issued by such issuer, except to such Grantor or as otherwise be entitled permitted under the Credit Agreement, and (B) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of the Pledged Shares. Each Grantor hereby authorizes the Administrative Agent to exercise pursuant modify this Agreement by amending Annex I to the terms of paragraph (c) aboveinclude such additional shares or ------- other securities.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, each Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed All certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and held by or on Schedule 5 behalf of the Administrative Agent, for itself and the benefit of the Lenders, pursuant hereto. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent and all promissory notes or other instruments evidencing the Pledged Indebtedness shall be endorsed by the applicable Borrower; (ii) Without the prior written consent of the Administrative Agent, no Borrower will sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or ▇▇▇▇▇ ▇ ▇▇▇▇ in the Pledged Collateral, unless otherwise expressly permitted by this Agreement; (iii) Each Borrower will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Administrative Agent from time to time may reasonably request in order to ensure to the Administrative Agent and the Lenders obtain the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by the Administrative Agent with or (to the extent permitted by law) without the signature of the relevant Borrower, and will cooperate with the Administrative Agent, at such Schedule is deemed updated Borrower’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (iv) Each Borrower has and will defend the title to the Pledged Collateral and the Liens of the Administrative Agent in the Pledged Collateral against the claim of any Person (other than the holder of a Permitted Lien) and will maintain and preserve such Liens (it being understood that nothing in this clause (iv) will prevent such Borrower from disposing of Pledged Collateral as otherwise permitted by Section 6.8); and (v) Each Borrower will, upon obtaining ownership of any additional Stock of a Pledged Entity or promissory notes or instruments representing Pledged Indebtedness or Stock or promissory notes or instruments otherwise required to be pledged to the Administrative Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within five (5) Business Days) deliver to the Administrative Agent a Pledge Amendment, duly executed by such Borrower, in substantially the form of Exhibit HB hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which such Borrower shall pledge to the Administrative Agent all of such additional Stock, notes and instruments; provided that such Borrower shall be required to do the foregoing with respect to any such promissory note or instrument only if requested to do so by the Administrative Agent pursuant to Section 10.2(a)(ii) of this Agreement. ▇▇▇▇▇▇▇▇ hereby authorizes Administrative Agent to attach each Pledge Amendment delivered hereunder) to this Agreement and constitutes agrees that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Shares and Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been Indebtedness listed on any Pledge Amendment delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall for all purposes hereunder be entitled to exercise all of the rights of the Grantor granting the security interest in any considered Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockCollateral. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (iSection 5.17(a) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued Amended and outstanding equity Restated Agreement is amended by adding the following at the end thereof: ; the Borrower will promptly grant a perfected first priority security interest in or cause a first priority security interest to be granted in any other Equity Interests of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock any Subsidiary acquired in limited liability companies, partnerships and, if such concepts are not applicable in a Permitted Acquisition to the jurisdiction of organization of such Person, Foreign Subsidiaries).Collateral Agent; (b) As Section 5.17(c) of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) Amended and all Pledged Investment Property consisting of instruments and certificates has been delivered Restated Agreement is amended to the Agent to the extent required by and read in accordance with Section 5.3(a).its entirety as follows: (c) Upon Notwithstanding anything to the occurrence and during contrary in this Section, the continuance Borrower will not be required to pledge (or otherwise grant a security interest in) (i) the capital stock (or other Equity Interests) of any Subsidiary identified on Exhibit G hereto as a Special Exempt Subsidiary, (ii) more than 65% of the capital stock (or other Equity Interests) of an Event acquired Subsidiary organized outside the United States of DefaultAmerica (a "Foreign Subsidiary") which is owned by the Borrower or a Subsidiary which is not a Foreign Subsidiary, (iii) any capital stock (or other Equity Interests) of an acquired Subsidiary which is owned by a Foreign Subsidiary or (iv) any of the capital stock of an acquired Subsidiary or a Subsidiary formed by the Borrower if such Subsidiary's consolidated revenues are less than $2,000,000 (an "Exempt Subsidiary"); provided that if, for any fiscal year, the Agent shall be entitled to exercise aggregate consolidated revenues of all Exempt Subsidiaries exceeds $20,000,000, then the capital stock of the rights of Exempt Subsidiary with the Grantor granting highest consolidated revenue for such year will be pledged to the Collateral Agent (or, if such Exempt Subsidiary is not a corporation, then a first priority perfected security interest in any Pledged Stock, and a transferee or assignee of all Equity Interests in such Pledged Stock Exempt Subsidiary shall become a holder of such Pledged Stock be granted to the same extent as such Grantor and Collateral Agent). This process shall be entitled to participate in repeated until the management aggregate consolidated revenue of the issuer remaining Exempt Subsidiaries is less than $20,000,000. For purposes of such Pledged Stock andthis section, upon the transfer consolidated revenues of each Exempt Subsidiary in each fiscal year shall be determined in accordance with generally accepted accounting principles by the Borrower and furnished to the Administrative Agent within 90 days after the end of the entire interest fiscal year of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockBorrower. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged Except as permitted by such the Credit Agreement, each Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) hereby covenants and constitutes that percentage agrees that, without the prior written consent of the Administrative Agent, it shall not vote or take any other action to amend or terminate its Partnership Agreement, LLC Agreement, certificate of incorporation, by-laws or other organizational documents in any way that adversely affects the validity, perfection or priority of the Administrative Agent’s Security Interest in any material respect. Each Grantor hereby covenants and agrees that, on or after the date hereof, without the prior written consent of the Administrative Agent, it will not designate or specify in any applicable document or contract that any of the Pledged LLC Interests or the Pledged Partnership Interests are governed by Article 8 of the UCC unless it shall cause certificates to be issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization respect of such Person, Foreign Subsidiaries)Equity Interest and deliver such certificates to the Administrative Agent in accordance with the terms of Section 4.7(d)(i) hereof. (b) As of Each Grantor shall cause any Indebtedness held by such Grantor having a principal amount greater than $2,500,000 individually and $5,000,000 in the Closing Date, all Pledged Collateral aggregate (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments held through a Securities Intermediary and certificates has been intercompany Indebtedness among or between the Loan Parties) to be evidenced by a duly executed promissory note, bond, debenture or similar instrument that is pledged and delivered to the Administrative Agent pursuant to the extent terms hereof and, if required for perfection purposes, duly indorsed to the order of the Administrative Agent or in blank (or accompanied by and a customary instrument of transfer executed in accordance with Section 5.3(ablank). (c) Each Grantor hereby covenants and agrees that, in the event it establishes or acquires rights in any Pledged Stock, Pledged Partnership Interests, or Pledged LLC Interests (or any certificates or other instruments representing any of the foregoing), such Grantor shall deliver to the Administrative Agent on or prior to the time of delivery of the annual financial statements with respect to the fiscal year in which such event occurred pursuant to Section 5.01(a) of the Credit Agreement (or such later date as is acceptable to the Administrative Agent in its sole discretion), a completed Security Supplement together with all supplements to the relevant Perfection Certificate, reflecting such new Pledged Stock, Pledged Partnership Interests, or Pledged LLC Interests (or any certificates or other instruments representing any of the foregoing). Notwithstanding the foregoing, it is understood and agreed that the Security Interest of the Administrative Agent shall attach to all Pledged Collateral immediately upon such Grantor’s acquisition of rights therein and shall not be affected by the failure of such Grantor to deliver a Security Supplement or any required supplement to the Perfection Certificate as required hereby. (d) Each Grantor agrees that with respect to any Pledged Collateral and any Securities, Instruments or Tangible Chattel Paper, that it shall comply with the provisions of this Section 4.7(d), in each case in form and substance reasonably satisfactory to the Administrative Agent. (i) With respect to any Pledged Collateral constituting Certificated Securities and any Instruments or Tangible Chattel Paper acquired or pledged on or after the date hereof, other than as agreed to by the Administrative Agent in its reasonable discretion, not later than the time of delivery of the annual financial statements with respect to the fiscal year in which such event occurred pursuant to Section 5.01(a) of the Credit Agreement (or such later date as is acceptable to the Administrative Agent in its sole discretion), it shall deliver or cause to be delivered to the Administrative Agent (or its agent or designee) all such Certificated Securities, Instruments and Tangible Chattel Paper, stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and all other instruments and documents as the Administrative Agent may reasonably request or that are necessary to give effect to the pledge granted hereby; provided, however that (i) any such Pledged Collateral owned on the Sixth Amendment Effective Date shall be delivered to the Administrative Agent on the Sixth Amendment Effective Date and (ii) no Grantor shall be required to deliver any Certificated Securities or stock powers representing its equity interests in Palantir Technologies Shakti Private Limited so long as Palantir Technologies Shakti Private Limited is not a direct Subsidiary of such Grantor. (ii) With respect to any Pledged Collateral constituting Uncertificated Securities, upon the reasonable request of the Administrative Agent, it shall cause the issuer thereof either (i) to register the Administrative Agent as holder of a security interest in such Uncertificated Security, upon original issue or registration of transfer, (ii) to promptly (but in any event within 30 days of such request (or such later date as the Administrative Agent may agree in its sole discretion)) agree in writing with such Grantor and the Administrative Agent that such issuer will comply with instructions originated by the Administrative Agent with respect to such Uncertificated Security without further consent of such Grantor, or (iii) such other procedure provided under the laws of the jurisdiction of the issuer with the respect to the registration of a security interest and reasonably acceptable to the Administrative Agent, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent. (e) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled have the right, without notice to exercise the Grantors, to (A) transfer all or any portion of the rights Pledged Collateral to its name or the name of the Grantor granting the security interest in its nominee or agent and (B) exchange any Pledged Stock, and a transferee certificates or assignee Instruments representing any Investment Property for certificates or Instruments of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stocksmaller or larger denominations. (df) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above[Reserved].

Pledged Collateral. (a) The Pledged Stock pledged by such Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and outstanding equity all payments made in respect of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorizedthe Pledged Notes, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable to the extent permitted in the jurisdiction of organization of such PersonCredit Agreement, Foreign Subsidiaries)and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of If an Event of Default, Default shall have occurred and be continuing and the Administrative Agent shall be entitled have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such each Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured exercise or waived, each Grantor will have the right to exercise refrain from exercising the voting and other consensual rights and powers that which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in accordance with Section 6.5. In addition, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of any Event of Default, without notice to the relevant Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request in writing and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) If an Event of Default shall have occurred and be continuing, each Grantor hereby authorizes and instructs each Issuer of any Pledged Collateral pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of paragraph this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (cii) abovepay any dividends or other payments with respect to the Investment Property, including Pledged Collateral, directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. PLEDGE AND SECURITY AGREEMENT CONSTAR INTERNATIONAL INC. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance continuation of an Event of Default, (a) at Agent’s election and upon notice to the applicable Borrower, Agent may vote any or Equity Interests (whether or not the same shall be entitled have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Borrower, with full power of substitution, to exercise do so); (b) Agent may demand, ▇▇▇ for, collect or make any compromise or settlement Agent deems suitable in respect of any Equity Interests; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the rights Pledged Collateral, for cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as Agent deems expedient, all without demand for performance by any Borrower or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law; (d) Agent may cause all or any part of the Grantor granting Pledged Collateral to be transferred into its name or the security interest in any Pledged Stockname of its nominee or nominees; and (e) at Agent’s election and upon notice thereof to the applicable Borrower, Agent may exercise all membership or partnership, as applicable, rights, powers and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock privileges to the same extent as such Grantor and be the applicable Borrower is entitled to participate exercise such rights, powers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by each Borrower, to the fullest extent permitted by law). Each Borrower recognizes that the Collateral Agent may be unable to effect a public sale or other disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Borrower agrees that any such private sales may be at prices and other terms less favorable to the management seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of Equity Interests to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. In connection with the sale of Pledged Stock andCollateral by Agent during the continuation of an Event of Default, upon the transfer each Borrower agrees to use its commercially reasonable efforts to cause each issuer of the entire interest Equity Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such Grantorissuer to execute and deliver, all at such Grantor shallBorrower’s expense, by operation of lawall such instruments and documents, cease and to do or cause to be a holder done all such other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Pledged Stock; provided that Equity Interests from registration under the Agent may elect at its sole provisions of applicable laws, and absolute discretion to permit make all amendments to such Grantor to continue voting such Pledged Stockinstruments and documents which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of applicable laws and the rules and regulations of the Securities and Exchange Commission applicable thereto. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock Borrower will promptly pledge or cause to be pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage all the capital stock of any Subsidiary acquired in a Permitted Acquisition to the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries).Collateral Agent; (b) As In the event that a Subsidiary is acquired or formed by a Subsidiary of the Closing DateBorrower that is not a Guaranty Subsidiary and is not a Foreign Subsidiary, all Pledged Collateral (other than Pledged Uncertificated Stock) such acquiring or forming Subsidiary shall execute and all Pledged Investment Property consisting of instruments and certificates has been delivered deliver to the Agent Agents and the Banks a guaranty of the obligations of the Borrower hereunder, such guaranty to be in form, scope and substance satisfactory to the extent required by and in accordance with Section 5.3(a)Agents. (c) Upon Notwithstanding anything to the occurrence and during contrary in this Section, the continuance Borrower will not be required to pledge (i) the capital stock of any subsidiary identified on Exhibit G hereto as a Special Exempt Subsidiary, (ii) more than 65% of capital stock of an Event acquired Subsidiary organized outside the United States of DefaultAmerica (a "Foreign Subsidiary") which is owned by the Borrower or a Subsidiary which is not a Foreign Subsidiary, (iii) any capital stock of an acquired Subsidiary which is owned by a Foreign Subsidiary or (iv) any of the capital stock of an acquired Subsidiary or a Subsidiary formed by the Borrower if such Subsidiary's consolidated revenues are less than $2,000,000 (an "Exempt Subsidiary"); provided, that if, for any fiscal year, the Agent aggregate consolidated revenues of all Exempt Subsidiaries exceeds $20,000,000, then the capital stock of the Exempt Subsidiary with the highest consolidated revenue for such year will be pledged to the Collateral Agent. This process shall be entitled to exercise all repeated until the aggregate consolidated revenue of the rights remaining Exempt Subsidiaries is less than $20,000,000. For purposes of this section, the consolidated revenues of each Exempt Subsidiary in each fiscal year shall be determined in accordance with generally accepted accounting principles by the Borrower and furnished to the Administrative Agent within 90 days after the end of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management fiscal year of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockBorrower. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Pledge and Security Agreement Orbital Sciences Corporation (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, if the Senior Collateral Agent shall give notice of its intent to exercise such rights to the relevant Credit Party or Credit Parties to the extent required by the Interim Order or the Final DIP Order, as applicable, (i) the Senior Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof first to the Revolving Secured Obligations and then to the Term Secured Obligations in the order set forth herein, and (ii) the Senior Collateral Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Senior Collateral Agent may determine), all without liability except to account for property actually received by it, but the Senior Collateral Agent shall have no duty to any Credit Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (ii) In order to permit the Senior Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Credit Party shall promptly execute and deliver (or cause to be executed and delivered) to the Senior Collateral Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Credit Party hereby grants to the Senior Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockSecured Obligations. (diii) After all Events Each Credit Party hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Credit Party to (x) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with Trico Marine DIP Credit Agreement the terms of paragraph this Agreement, without any other or further instructions from such Credit Party, and each Credit Party agrees that such issuer shall be fully protected in so complying and (cy) aboveunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to the Senior Collateral Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 During the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Loan Party or Loan Parties, (as such Schedule is deemed updated by each Pledge Amendment delivered hereunderi) the Administrative Agent shall have the right to receive any and constitutes that percentage all cash dividends, payments or other Proceeds paid in respect of the issued Pledged Collateral and outstanding equity of all classes of each issuer make application thereof as to the Obligations in the order set forth on Schedule 5 herein, and (ii) has been duly authorizedthe Administrative Agent or its nominee may exercise (A) all voting, validly issued consent, corporate and is fully paid other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and nonassessable (B) any and all rights of conversion, exchange and subscription and any other than rights, privileges or options pertaining to the Pledged Stock in limited liability companiesCollateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, partnerships andconsolidation, if such concepts are not applicable reorganization, recapitalization or other fundamental change in the jurisdiction corporate structure of organization any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such Personterms and conditions as the Administrative Agent may determine), Foreign Subsidiaries)all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bii) As In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Loan Party hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Closing Date, all Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other than Person (including the issuer of such Pledged Uncertificated StockCollateral or any officer or agent thereof) during the continuance of an Event of Default and all which proxy shall only terminate upon the payment in full of the Obligations. (iii) Each Loan Party hereby expressly authorizes and instructs each issuer of any Pledged Investment Property consisting Collateral pledged hereunder by such Loan Party to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of instruments Default has occurred and certificates has been delivered to the Agent to the extent required by is continuing and (B) is otherwise in accordance with Section 5.3(a). the terms of this Agreement, without any other or further instructions from such Loan Party, and each Loan Party agrees that such issuer shall be fully protected in so complying and (cii) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in unless otherwise expressly permitted hereby, pay any Pledged Stock, and a transferee dividends or assignee of such Pledged Stock shall become a holder of such Pledged Stock other payments with respect to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant Collateral directly to the terms of paragraph (c) aboveAdministrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms Pledged Collateral directly to the Administrative Agent for deposit in a Cash Collateral Account or, with the consent of paragraph (c) abovethe Administrative Agent, an Approved Deposit Account.

Pledged Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Debtor hereby pledges to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, all of such Debtor's right, title and interest in the following property, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Pledged Collateral"): (a) The Pledged Stock pledged the shares of common stock of the Issuers represented by the certificates identified in Schedule 1 hereto under the name of such Debtor and each other corporation hereafter acquired or formed by any Debtor and all other shares of capital stock of whatever class of the Issuers now or hereafter owned by such Grantor hereunder (i) is listed on Schedule 5 (as Debtor and all Equity Rights of any such Schedule is deemed updated Issuer owned by any Debtor, in each Pledge Amendment delivered hereunder) and constitutes case together with the certificates evidencing the same, subject, in the case of any Foreign Subsidiary, to the limitation that percentage shares of capital stock of any such Issuer which represent in excess of 65% of the issued and outstanding equity combined voting power of all classes of each issuer thereof capital stock of such Issuer shall not be pledged; provided, however, that if following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder which would permit a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of any Foreign Subsidiary entitled to vote without causing the undistributed earnings of such Foreign Subsidiary as determined for Federal income taxes to be treated as a deemed dividend to the Debtors for Federal income tax purposes, then the 65% limitation set forth on Schedule 5 above shall no longer be applicable and the Debtors shall duly pledge and deliver to the Administrative Agent such of the capital stock not theretofore required to be pledged hereunder (ii) has been duly authorizedcollectively, validly issued and is fully paid and nonassessable (other than the "Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign SubsidiariesStock").; (b) As all shares, securities, moneys or property representing a dividend on any of the Closing DatePledged Stock, all or representing a distribution or return of capital upon or in respect of the Pledged Collateral (Stock, or resulting from a split-up, revision, reclassification or other than like change of the Pledged Uncertificated Stock) Stock or otherwise received in exchange therefor, and all Pledged Investment Property consisting of instruments and certificates has been delivered any subscription warrants, rights or options issued to the Agent to holders of, or otherwise in respect of, the extent required by and in accordance with Section 5.3(a).Pledged Stock; (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock.Obligations; (d) After all Events Interests and Partnership Interests now or hereafter owned by any Debtor and any limited liability company interest, partnership interest or other ownership or equity securities or certificate (including, without limitation, any certificate representing a distribution in connection with any reclassification, increase or reduction of Default have been cured capital or waivedany certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for Interests or Partnership Interests, or otherwise in respect thereof (collectively, the "Pledged Interests"); (e) without affecting the obligations of such Debtor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer, LLC or Partnership is not the surviving corporation, all shares of each Grantor will have class of the capital stock of the successor corporation or interests or certificates of the successor limited liability company or partnership owned by the Debtors (unless such successor is such Debtor itself) formed by or resulting from such consolidation or merger; (f) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of such Debtor constituting any right to exercise the voting payment of money, including (but not limited to) all moneys due and consensual rights to become due to such Debtor in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and powers that it would to become due to such Debtor under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by such Debtor and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein collectively called "Accounts"); (g) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of such Debtor, including without limitation those evidencing, representing, arising from or existing in respect of, relating to, or securing or otherwise be entitled to exercise pursuant to supporting the terms payment of, any of paragraph the Accounts or Pledged Obligations, including (cbut not limited to) above.promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "Instruments"); (h) all inventory (as defined in the Uniform Commercial Code) of such Debtor, all goods obtained by such Debtor in exchange for such inventory, any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto, and any such inventory as is temporarily out of such Debtor's custody or possession, including inventory held by others on consignment, inventory on the premises of others and items in transit (herein collectively called "Inventory"); (i) all Intellectual Property; (j) all equipment (as defined in the Uniform Commercial Code) of such Debtor (herein collectively called "Equipment");

Pledged Collateral. (a) The Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Investment Property Issuer and consistent with past practice, to the extent not prohibited in the Indenture and any Additional Pari Passu Agreements, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Indenture, any Additional Pari Passu Agreements, this Agreement or any other Note Document. (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in 21 respect of the Investment Property and make application thereof to the Secured Obligations in the order set forth in Section 6.5, and (ii) any or all of the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Investment Property Issuer or Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, amalgamation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Investment Property Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is listed on Schedule 5 continuing and (as y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Schedule is deemed updated by Grantor, and each Pledge Amendment delivered hereunder) and constitutes Grantor agrees that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 Investment Property Issuer shall be fully protected in so complying, and (ii) has been duly authorizedunless otherwise expressly permitted hereby, validly issued and is fully paid and nonassessable (pay any dividends or other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in payments with respect to the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered directly to the Agent to the extent required by and in accordance with Section 5.3(a)Collateral Agent. (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 The Obligors will cause the Pledged Collateral to constitute at all times (as such Schedule is deemed updated by each Pledge Amendment delivered hereunderx) and constitutes that percentage 100% of the issued and outstanding equity of all classes aggregate ownership interests of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable Subsidiary of the Company (other than Pledged Stock any Foreign Subsidiary or any Domestic Subsidiary directly owned by any Foreign Subsidiary) then outstanding and (y) in limited liability companiesthe case of each Foreign Subsidiary directly owned by the Company and/or by any other Obligor which is a Domestic Subsidiary, partnerships 65% (and, if such concepts are not applicable in from and after the jurisdiction occurrence of organization an Event of Default, 100%) of the total number of shares or other ownership interests having ordinary voting power for the election of the board of directors (or equivalent body) of such Person, Foreign Subsidiaries). Subsidiary (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock"Ordinary Shares") and all Pledged Investment Property consisting 100% of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon each other class or type of ownership interests of such Foreign Subsidiary, provided that upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled Obligors will, with respect to exercise all of the rights of the Grantor granting the security interest in any Ordinary Shares not theretofore comprising Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock andCollateral, upon the transfer request of the entire interest Collateral Agent, take all action required under this Agreement (including, without limitation, Section 4.01) in the case of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockCollateral. (dii) After all Events So long as no Event of Default shall have been cured or waivedoccurred and be continuing, each Grantor will the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the voting Pledged Collateral, provided that each Obligor agrees that it will not vote the Pledged Collateral pledged by it hereunder in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any such other instrument or agreement; and consensual the Collateral Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that it would otherwise be they are entitled to exercise pursuant to the terms of this paragraph (ca)(ii). (iii) aboveNo Subsidiary of the Company shall be restricted from declaring and paying to any Obligor any dividends or distributions in respect of its ownership interests held by the Obligor, provided that all such dividends and distributions shall be paid directly to the Depositary Agent for deposit into the General Receipt & Disbursement Account and shall be held therein and/or applied for the purposes permitted under the Depositary Agreement. If, notwithstanding the foregoing, such dividends or distributions shall be paid to any Obligor, the same shall be held by such Obligor in trust for the Collateral Agent and the other Secured Parties, segregated from the other funds of such Obligor, and promptly turned over to the Depositary Agent for deposit into the aforesaid account.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) Upon request of the Administrative Agent, such Loan Party will (x) deliver to the Administrative Agent, all certificates or Instruments representing or evidencing any Pledged Collateral, whether now arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Loan Party's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent, together with a Pledge Amendment, duly executed by the Loan Party, in such form as is listed on Schedule 5 (as required by the Administrative Agent, in respect of such Schedule is deemed updated by Additional Pledged Collateral and authorizes the Administrative Agent to attach each Pledge Amendment delivered hereunderto this Agreement and (y) maintain all other Pledged Collateral constituting Investment Property in a Control Account. The Administrative Agent shall have the right, at any time in its discretion and constitutes that percentage without notice to the Loan Party, to transfer to or to register in its name or in the name of its nominees any or all of the issued and outstanding equity Pledged Collateral. The Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing any of all classes the Pledged Collateral for certificates or instruments of each issuer thereof as set forth on Schedule 5 and smaller or larger denominations. (ii) has been duly authorizedExcept as provided in Section 11.7 (Remedies, validly issued and is fully Rights Upon Default), such Loan Party shall be entitled to receive all cash dividends paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As respect of the Closing Date, all Pledged Collateral (other than liquidating or distributing dividends) with respect to the Pledged Uncertificated Stock) and all Collateral. Any sums paid upon or in respect of any of the Pledged Investment Property consisting Collateral upon the liquidation or dissolution of instruments and certificates has been any issuer of any of the Pledged Collateral, any distribution of capital made on or in respect of any of the Pledged Collateral or any property distributed upon or with respect to any of the Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization (other than a merger permitted by Section 8.6 (Restriction on Fundamental Changes))thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by such Loan Party, such Loan Party shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Loan Party, as additional security for the Secured Obligations. (iii) Except as provided in Section 11.7 (Remedies, Rights Upon Default), such Loan Party will be entitled to exercise all voting, consent and corporate rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Loan Party which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement or any other Loan Document or, without prior notice to the Administrative Agent, to enable or take any other action not otherwise expressly permitted pursuant to this Agreement to permit any issuer of Pledged Collateral to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any issuer of Pledged Collateral. (iv) Such Loan Party shall not grant Control over any Investment Property to any Person other than the Administrative Agent. (v) In the case of each Loan Party which is an issuer of Pledged Collateral, such Loan Party agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. In the case of each Loan Party which is a partner in a Partnership, such Loan Party hereby consents to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock applicable Partnership Agreement to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock andpledge by each other Loan Party, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms hereof, of paragraph the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be, in each case in accordance with the provisions of this Agreement. In the case of each Loan Party which is a member of an LLC, such Loan Party hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Loan Party, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in question, in each case in accordance with the provisions of this Agreement. (cvi) aboveSuch Loan Party will not agree to any amendment of an LLC Agreement or Partnership Agreement that in any way adversely materially affects the perfection of the security interest of the Administrative Agent in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Loan Party hereunder, including electing to treat the membership interest or partnership interest of such Loan Party as a security under Section 8-103 of the UCC.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage Subject to any requirement of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable notice provided in the jurisdiction of organization of such PersonOrders, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Loan Party or Loan Parties, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth herein, and (ii) the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (ii) In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Loan Party hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockSecured Obligations. (diii) After all Events Each Loan Party hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Loan Party to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from such Loan Party, and each Loan Party agrees that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to the Administrative Agent. CREDIT AGREEMENT CONSTAR INTERNATIONAL INC.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth herein and (ii) the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (ii) In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (iii) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.expressly permitted hereby, pay any dividends or

Pledged Collateral. (a) The Pledged Stock pledged by During the continuance of an Event of Default (to the extent such Grantor hereunder Event of Default (other than a Bankruptcy Event of Default) has been declared in writing), the Collateral Agent (at the direction of the applicable Secured Party Representative) to the Grantor, (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage the Collateral Agent shall have the right to receive any Proceeds of the issued Pledged Collateral and outstanding equity of all classes of each issuer make application thereof as to the Secured Obligations in the order set forth on Schedule 5 in the Indentures and subject to the Intercreditor Agreement and (ii) has been duly authorizedthe Collateral Agent or its nominee may exercise (A) any voting, validly issued consent, corporate and is fully paid other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and nonassessable (B) any right of conversion, exchange and subscription and any other than right, privilege or option pertaining to the Pledged Stock in limited liability companiesCollateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, partnerships andamalgamation, if such concepts are not applicable consolidation, reorganization, recapitalization or other fundamental change in the jurisdiction corporate or equivalent structure of organization any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such Personterms and conditions as the Collateral Agent may determine), Foreign Subsidiaries)all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) As In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Closing Date, all Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other than person (including the issuer of such Pledged Uncertificated StockCollateral or any officer or agent thereof) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon upon the occurrence and during the continuance of an Event of Default (to the extent such Event of Default (other than a Bankruptcy Event of Default, ) has been declared in writing) and which proxy shall only terminate upon the Agent shall be entitled to exercise all payment in full of the rights Secured Obligations. US_ACTIVE:\43906857\08\79831.0003 (c) The Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Grantor granting to (i) comply with any instruction received by it from the security interest Collateral Agent in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided writing that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (dA) After all Events states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from the Grantor, and the Grantor agrees that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Loan Party or Loan Parties, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth herein, and (ii) the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (ii) In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Loan Party hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockSecured Obligations. (diii) After all Events Each Loan Party hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Loan Party to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from such Loan Party, and each Loan Party agrees 104 that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, each Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes In the event that percentage the aggregate gross revenues of the issued Subsidiaries of Company, the Capital Stock of which constitutes Pledged Collateral, for any Fiscal Year, commencing with the Fiscal Year ending October 31, 1999, is less than 90% of the aggregate gross revenues of Company and outstanding equity its Subsidiaries on a consolidated basis for such Fiscal Year, Company will, or will cause its Domestic Subsidiaries to, within 100 days after the end of such Fiscal Year, execute all classes of each issuer thereof such Collateral Documents and/or all such other documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1K) as set forth on Schedule 5 and (ii) has been duly authorizedmay be necessary or, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction opinion of organization Administrative Agent, desirable to create, in favor of such PersonAdministrative Agent, Foreign Subsidiaries). (b) As for the benefit of Lenders, a valid and perfected First Priority Lien on all the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting Capital Stock of instruments and certificates has been delivered to the Agent one or more additional Subsidiaries after consultation with Requisite Lenders to the extent required by and set forth in accordance with Section 5.3(a). (c) Upon the occurrence and during applicable forms of Collateral Documents such that the continuance aggregate gross revenues of an Event of Defaultall Subsidiaries, the Agent Capital Stock of which constitutes Pledged Collateral, shall be entitled equal to exercise all at least 90% of the rights aggregate gross revenues of Company and its Subsidiaries on a consolidated basis for such Fiscal Year; provided, however, that notwithstanding -------- ------- the foregoing, no action shall be required to be taken with respect to the Capital Stock of any Foreign Subsidiary pursuant to this subsection in the event that Company and Administrative Agent agree in good faith that the pledge of such stock would result in a significant tax liability to Company or any of its Subsidiaries or is restricted by the laws of the Grantor granting jurisdiction under which such Foreign Subsidiary is organized so long as the security interest Capital Stock of all Subsidiaries whose aggregate gross revenues for such Fiscal Year are greater than or equal to $5,000,000 constitute Pledged Collateral unless Company and Administrative Agent agree in any Pledged Stock, and a transferee or assignee good faith that the pledge of such Pledged Stock stock of any Foreign Subsidiary would result in a significant tax liability to Company or any of its Subsidiaries or is restricted by the laws of the jurisdiction under which such Foreign Subsidiary is organized; provided further that notwithstanding the -------- ------- 109 foregoing, no action shall become a holder of such Pledged Stock be required to be taken with respect to the same extent as Capital Stock of any Subsidiary whose gross revenues for such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockFiscal Year are $250,000 or less. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Loan Party or Loan Parties, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth herein, and (ii) the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (ii) In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Loan Party hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockSecured Obligations. (diii) After all Events Each Loan Party hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Loan Party to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default have been cured or waived, each Grantor will have the right to exercise the voting has occurred and consensual rights is continuing and powers that it would (B) is otherwise be entitled to exercise pursuant to in accordance with the terms of paragraph this Agreement, without any other or further instructions from such Loan Party, and each Loan Party agrees that such issuer shall be fully protected in so complying and (cii) aboveunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, each Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Collateral Agent.

Pledged Collateral. Subject to the Intercreditor Agreement: (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and (ii) the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such Grantor shallissuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, by operation of law, cease pay any dividend or other payment with respect to be a holder of such the Pledged Stock; provided that Collateral directly to the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged StockAdministrative Agent. (d) After all Events It is hereby acknowledged and agreed that the Administrative Agent shall not deliver any blockage notice or similar document pursuant to any Deposit Account Control Agreement or Control Account Agreement unless an Event of Default shall have been cured or waived, each Grantor will have the right to exercise the voting occurred and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) abovecontinuing.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage Subject to the terms of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorizedIntercreditor Agreement, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, upon written notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request in writing and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock andCollateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, upon the transfer of the entire interest of without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have agrees that such issuer shall be fully protected in so complying and (ii) upon receipt of a notice described in the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant foregoing clause (i), pay any dividend or other payment with respect to the terms of paragraph (c) abovePledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, if the Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order and manner set forth in the Credit Agreement, and (ii) the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of CLAUSE (I) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged by such Unless and until an Event of Default shall have occurred and is continuing and the Administrative Agent shall have given written notice to the relevant Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued Administrative Agent’s intent to exercise its rights pursuant to Section 10, each Grantor shall be entitled to receive and outstanding equity of all classes of each issuer thereof as set forth retain for its own account any cash dividend on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (or other than Pledged Stock in limited liability companies, partnerships andcash distribution or payment, if such concepts are not applicable any, in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As respect of the Closing DatePledged Collateral, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon not prohibited under the Credit Agreement. At the request of the Administrative Agent, upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent shall have the sole and exclusive right and authority to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor shall be entitled held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 6(b) shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Following the occurrence and during the continuation of an Event of Default, any such distributions and payments with respect to any such Pledged Collateral held in any Securities Account shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, the Administrative Agent shall have the right, upon the occurrence and during the continuation of an Event of Default, following prior written notice to any applicable Grantor, to vote and to give consents, ratifications and waivers with respect to any Pledged Collateral held by such Grantor, and to exercise all of the rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Grantor granting Administrative Agent were the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stockabsolute owner thereof; provided that the Administrative Agent may elect at its sole shall have no duty to exercise any of the foregoing rights afforded to it and absolute discretion shall not be responsible to permit such Grantor or any other Person for any failure to continue voting such Pledged Stockdo so or delay in doing so. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.

Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during During the continuance of an Event of Default, if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth herein, and (ii) the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other 105 designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (ii) In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the rights of the Grantor granting the security interest in any Pledged StockCollateral and to exercise all other rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire interest Secured Obligations. (iii) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting agrees that such issuer shall be fully protected in so complying and consensual rights and powers that it would (ii) unless otherwise be entitled to exercise pursuant expressly permitted hereby, pay any dividends or other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock pledged During the continuance of an Event of Default, upon notice by such Grantor hereunder Lender to Borrower or Grantors, (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) Lender shall have the right to receive any and constitutes that percentage all cash dividends, payments or other Proceeds paid in respect of the issued Pledged Collateral and outstanding equity of all classes of each issuer make application thereof as to the Obligations in the order set forth on Schedule 5 in the Credit Agreement, and (ii) has been duly authorizedLender or its nominee may exercise (A) all voting, validly issued consent, corporate and is fully paid other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and nonassessable (B) any and all rights of conversion, exchange and subscription and any other than rights, privileges or options pertaining to the Pledged Stock in limited liability companiesCollateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, partnerships andconsolidation, if such concepts are not applicable reorganization, recapitalization or other fundamental change in the jurisdiction corporate structure of organization any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such Personterms and conditions as Lender may determine), Foreign Subsidiaries)all without liability except to account for property actually received by it, but Lender shall have no duty to Grantors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) As of In order to permit Lender to exercise the Closing Datevoting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, all Pledged Collateral (other than Pledged Uncertificated Stocki) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon upon the occurrence and during the continuance of an Event of Default, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Lender all such proxies, dividend payment orders and other instruments as Lender may from time to time reasonably request and (ii) without limiting the Agent shall be entitled effect of clause (i) above, each Grantor hereby grants to Lender an irrevocable proxy to vote all or any part of the Pledged Collateral owned by such Grantor and to exercise all of the rights of the Grantor granting the security interest in any Pledged Stockother rights, powers, privileges and a transferee or assignee of such Pledged Stock shall become remedies to which a holder of such the Pledged Stock to the same extent as such Grantor and Collateral would be entitled to participate in (including giving or withholding written consents of shareholders, partners or members, as the management case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock and, Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the transfer payment in full of the entire Guaranteed Obligations (in respect of Loans and Reimbursement Obligations and interest and fees thereon and expenses related thereto) and the termination of the Commitment. (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and such Grantor shallagrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured pay any dividends or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant other payments with respect to the terms of paragraph (c) abovePledged Collateral directly to an Approved Deposit Account approved for such purpose by Lender.

Pledged Collateral. (a) The Pledged Stock pledged by such the Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and 3, (ii) with respect to any subsidiary of Grantor ("Subsidiary") has been duly authorized, validly issued and is fully paid and nonassessable non-assessable (other than Pledged Stock in limited liability companiescompanies and partnerships) and (iii) with respect to any Subsidiary constitutes the legal, partnerships andvalid and binding obligation of the obligor with respect thereto, if such concepts are not enforceable in accordance with its terms, except as enforceability may be limited by applicable in bankruptcy, insolvency, or similar laws affecting the jurisdiction enforcement of organization of such Person, Foreign Subsidiaries)creditors' rights generally or by equitable principles relating to enforceability. (b) As of the Closing Datedate hereof, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and Secured Party in accordance with Section 5.3(asubsection 4.2(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Agent Secured Party shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such the Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such the Grantor, such the Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; . The Secured Party's rights under this subsection 3.3(c) shall immediately cease and any Pledged Stock transferred hereunder shall automatically revert to the Grantor upon cure or waiver of such Event of Default, provided that such revision shall not impair the Agent may elect at its sole and absolute discretion to permit validity or effectiveness of any vote, consent, or action taken before the cure or waiver of such Grantor to continue voting such Pledged StockEvent of Default. (d) After all Events of Default have been cured or waived, each Grantor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (c) above.