Common use of The Pledge Clause in Contracts

The Pledge. As collateral security for the prompt payment and performance of the Secured Obligations, Pledgor hereby pledges and grants to Lender a security interest in all of Pledgor’s right, title, interest, claim and estate in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”): (i) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges and grants to the Lender a security interest in all of the Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein in this Agreement as “Collateral”): (ia) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)Stock Collateral; (iib) all certificatesthe Collateral Account and any other cash, instruments, securities (including any Stock Collateral) or other writings representing property from time to time held therein or evidencing the Pledged Interestscredited thereto, and all accountsincluding security entitlements, payment intangibles and general intangibles arising out of, or as defined in connection with, the Pledged Interests; (iii§8-102(a)(17) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsUCC, or with respect to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder any of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respectforegoing; and (vi) to the extent not otherwise included in clauses (i) through (v), (Ac) all cash and non-cash proceeds and products (including proceeds of any and all proceeds) of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, including, all (iii) whatever is now or hereafter received by Pledgor upon the collection or saleaccounts, exchangebenefits, leasecash, transfer or other disposition (whether voluntary or involuntary) ofchattel paper, or otherwise with respect tocontract rights, any item deposit accounts, distributions, dividends, documents of Collateraltitle, whether constituting accountsequipment, general intangibles, equipmentinstruments, interest, inventory, moneyinvestment property, deposit accountspremiums, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securitiesprofits, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the Stock Collateral or proceeds thereof (including any cash, equity interests (including shares, units, options, warrants, interests, participations, or other tangible equivalents regardless of how designated of or intangible personal propertyin any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to any of the Issuers and any security entitlements with respect thereto); (ii) “Proceeds,” as such term is defined in the UCC; (iii) proceeds of any such items that are now insurance, indemnity, warranty, or hereafter acquired by Pledgor guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds or products of Collateral, thereof; (iv) payments (in any amounts now form whatsoever) made or hereafter due and payable under to the Pledgor from time to time in connection with any insurance policy by reason requisition, confiscation, condemnation, seizure or forfeiture of all or any loss or damage to any part of the Stock Collateral or any proceeds or products thereof, ; and (v) the right other amounts from time to further transfer, including to pledge, mortgage, license, assign time paid or sell, payable under or in connection with any of the Stock Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsproceeds thereof.

The Pledge. As collateral security for the prompt payment and performance of the Secured Obligations, Pledgor hereby pledges and grants to Lender the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s right, title, interest, claim title and estate in and interest to each and all of the following property, property whether now owned by Pledgor or existing or hereafter acquired and whether now existing or hereafter coming into existence arising wherever located (all being collectively referred to collectively herein as “Collateral”): (i) all membership interests of, or other equity interests in the Pledged Entities, Securities and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)Securities Rights; (ii) all certificates, instruments, or other writings representing or evidencing readily-marketable securities substituted for the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged InterestsSecurities pursuant to Section 12 hereof; (iii) any and all moneyssecurities, payment intangibles moneys or property due and to become due to Pledgor now representing dividends or in interest on any of the future Pledged Securities, or representing a distribution in respect of the Pledged InterestsSecurities, or to which Pledgor may now resulting from a split up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder other like change of the Pledged EntitiesSecurities or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capitalrights or options issued to the holders of, or otherwiseotherwise in respect of, the Pledged Securities; (iv) all other claimsright, causes title and interest of actionPledgor in, choses to and under any policy of action and other property insurance payable by reason of any type loss or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of damage to the Pledged Entities against the Pledged Entities Securities and its property, including general intangibles relating thereto in any manner or any respectother Collateral; (v) all rights the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the Charter Documents and/or applicable lawterms of any of the following documents: the Entity Agreement, includingthe Pledged Entity’s certificate of formation, without limitation, all voting and consent rights any certificates of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership limited liability company membership interests of the Pledged InterestsEntity, including general intangibles relating thereto in and all amendments or modifications of any manner or any respect; andof the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the extent not otherwise included in clauses Collateral; (i) through (v), (Aviii) all proceeds “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and products of “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any and all of the property of Pledgor Collateral described in clauses (i) through (vvii) above, ; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned and or hereafter acquired, now existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues created and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordswherever located.

The Pledge. As (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations under the Secured Obligationsrelated Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all of Pledgor’s the right, title, interest, claim title and estate in and to each and all interest of the following property, whether now owned by Pledgor or hereafter acquired Purchase Contract Agent and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):such Holders in: (i) all membership interests of(A) the Notes, or other equity interests Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Pledged EntitiesTreasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and all options(C) any Notes, warrants Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and other rights and privileges not released by the Collateral Agent to such Holders under the provisions of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)this Agreement; (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, Collateral Account and all accountssecurities, payment intangibles financial assets, security entitlements, cash and general intangibles arising out of, or in connection with, the Pledged Interests;other property credited thereto and all Security Entitlements related thereto; and (iii) any all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). (b) Prior to or concurrently with the execution and all moneysdelivery of this Agreement, payment intangibles the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (or property due and the Notes that are delivered pursuant to become due to Pledgor now Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the future Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in respect the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration," "Pledged Treasury Securities" or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Pledged Interests, or to which Pledgor may now or in Collateral. For purposes of perfecting the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor Pledge under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in clauses (i) through (v)effect in any applicable jurisdiction, (A) all proceeds and products of any and all the Collateral Agent shall be the agent of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the foregoingCompany, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) Securities Intermediary shall have the right to further transfer, including to pledge, mortgage, license, assign or sell, any of re- register in its name the Collateral Notes or any interest therein, and (B) to the extent related to any property described other securities held in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsphysical form.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor the Company hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of Pledgorthe Company’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “Collateral”): (ia) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all membership interests ofother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other equity interests evidence of stock ownership as is customary in the Pledged Entities, and all options, warrants and other rights and privileges jurisdiction of any type or nature now existing or hereafter acquired by Pledgor in respect organization of such membership interests or other equity interests Issuer (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged InterestsStock”); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to which Pledgor may now the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the future event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be entitled required to in its capacity be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or stockholder management of the Pledged Entitiesrelevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), whether and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by way of a dividend, distribution, return of capital, or otherwisethe Company; (ive) all other claims, causes intercompany obligations of action, choses of action and other property of any type or nature which foreign Subsidiaries owing to the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectCompany; (vf) the Collateral Account and the balance and all items from time to time in the Collateral Account; (g) all rights promissory notes and all Intercompany Notes; and (h) all proceeds of Pledgor under and to any of the Charter Documents and/or applicable law, property of the Company described in the preceding clauses of this Section 3 (including, without limitation, all voting causes of action, claims and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by the Company in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers; provided, invoiceshowever, papers and correspondence relating theretothat, includingwith respect to Voting Stock, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or in no event shall the business of Pledgor or to any or all Collateral include more than 66% of the Collateraltotal combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, all equipmenton a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, receptaclesmore than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, containers and cabinets for such books and recordsthe Company shall be required to pledge non-Voting Stock of the Issuers.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges pledges, assigns, hypothecates transfers, delivers and grants to Lender the Collateral Agent for the equal and ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent for the equal and ratable benefit of the Secured Parties a lien on and security interest in all of Pledgor’s rightin, title, interest, claim and estate in and to each and all of the following propertyPledgor's right, title and interest in, to and under the following, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “"Collateral”"): (ia) all membership interests of, or other equity interests the shares of capital stock of the Issuer evidenced by the certificates identified in the Pledged Entities, Annex 1 hereto and all optionsother shares of capital stock of whatever class of the Issuer, warrants and other rights and privileges of any type or nature now existing or hereafter acquired owned by Pledgor the Pledgor, in respect of such membership interests or other equity interests each case together with the certificates evidencing the same (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the "Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”Stock"); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or to which Pledgor may now resulting from a split-up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder other like change of the Pledged EntitiesStock or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capitalrights or options issued to the holders of, or otherwiseotherwise in respect of, the Pledged Stock; (ivc) all other claimswithout affecting the obligations of the Pledgor, causes of actionthe Issuer or the Partnership under any provision prohibiting such action hereunder or under the Intercreditor Agreement, choses of action and other property in the event of any type consolidation or nature merger in which the Issuer is not the surviving corporation, all shares owned by the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of each class of the Pledged Entities against capital stock of the Pledged Entities and its property, including general intangibles relating thereto in any manner successor corporation formed by or any respectresulting from such consolidation or merger; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (Ad) all proceeds of and products of to any and all of the property of the Pledgor described in the preceding clauses (i) through (v) aboveof this Section 3 and, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers; and (e) to the extent not included in the foregoing, invoicesall products, papers offspring, rents, revenues, issues, profits, royalties, income, benefits, accessions, additions, substitutions and correspondence relating thereto, including, without limitation, books replacements of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or and all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsforegoing.

The Pledge. As (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations to the Secured ObligationsCompany under the related Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all in, and right of Pledgor’s rightset-off against, title, interest, claim and estate in and to each and all of the following propertyright, whether now owned by Pledgor or hereafter acquired title and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):interest of the Purchase Contract Agent and such Holders in: (i) all membership interests ofthe Notes constituting a part of the Units that have not been released by the Collateral Agent, or other equity interests in than a release to the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether Remarketing Agent in connection with any capital increasea remarketing under Section 4.5 hereof, recapitalization, reclassification or reorganization to such Holders under the provisions of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)this Agreeement; (iiA) all certificatesthe Treasury Consideration or Treasury Securities constituting a part of the Units, instruments(B) any Treasury Securities delivered in exchange for any Notes or Treasury Consideration, or other writings representing or evidencing the Pledged Interestsas applicable, in accordance with Section 4.1 hereof, and all accounts(C) any Notes or Treasury Consideration, payment intangibles as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and general intangibles arising out ofnot released by the Collateral Agent, or other than a release to the Remarketing Agent in connection withwith a remarketing under Section 4.5 hereof, to such Holders under the Pledged Interestsprovisions of this Agreement; (iii) any the Collateral Account and all moneyssecurities, payment intangibles or financial assets, security entitlements, cash and other property due credited thereto and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseall Security Entitlements related thereto; (iv) all other claimsupon the occurrence of a Special Event Redemption, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in Treasury Portfolio Transferred to the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectCollateral Account; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership Proceeds of the Pledged Interests, including general intangibles relating thereto in any manner or any respectforegoing; and (vi) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the "COLLATERAL"). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units, which will be subject to the Pledge set forth in this Section 2.1, to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities released from the Pledge as provided in Sections 4.1, 4.2 and 4.3 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Notes or any other securities held in physical form. (d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Special Event Redemption or with a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder's election to convert its investment from a Stripped Unit to a Normal Unit, or except as otherwise required to release Notes, Treasury Consideration or Treasury Securities as specified herein, the Collateral Agent, shall not otherwise included in clauses (i) through (v), (A) all proceeds and products relinquish physical possession of any and all certificate evidencing Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the property Notes evidenced thereby from the Pledge, the Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of Pledgor described a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to the Securities Intermediary or endorsed in clauses blank (ior accompanied by a bond power endorsed in blank) through within fifteen calendar days of the date the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of its inability to obtain possession of any such replacement certificate as required hereby. (ve) aboveNotwithstanding anything contained herein to the contrary, whether now owned and existing or hereafter acquired or arising, including, without limitationfor avoidance of doubt, (i) all rents, issues, royalties, distributions, revenues and profits the cash payments at the rate of or from any 5.25% per year of the foregoing, Stated Amount of the Notes and (ii) whatever is now or hereafter received by Pledgor upon after a Special Event Redemption, the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise quarterly payments with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, to the Treasury Consideration (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and as specified in clause (B) of the definition of Treasury Consideration) that are a part of the Normal Units to Holders of Normal Units shall not be subject to the extent related to any property described in said clauses or such proceeds, all present Pledge and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all therefore are not part of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As collateral (a) To the extent not prohibited pursuant to the applicable Bond Documents, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto the Lender all its right, title and interest to, and hereby grants to Lender a first priority lien on, and security interest in, all of Pledgor’s right, title and interest in, to and under the following (collectively, the “Pledged Bond (a) all Bonds and all rights under the Indenture; (b) all accounts, general intangibles, income, earnings, profits, interest, premium or other rights of payment in whatever form in respect of the Bonds; (c) all proceeds (cash and non-cash) arising out of the sale, exchange, collection, enforcement or other disposition of all or any portion of the Bonds; and (d) all other rights afforded the owner or holder of the Bonds under the Indenture or any other documents, instruments, or agreements delivered in connection therewith. The Pledged Bond Collateral shall serve as security for the prompt payment and performance when due of any one or more of the obligations, now existing or hereafter created, of Pledgor under this Agreement, the Note, the Loan Agreement, the Instrument and all other Loan Documents (the “Secured Obligations”). This Pledge shall constitute a security agreement within the meaning of the Uniform Commercial Code of the State of Kentucky, and Pledgor hereby pledges and grants to Lender a security interest in all the Pledged Bond Collateral subject to the provisions hereof. (b) Pledgor shall, and shall cause the Trustee to, reflect on their respective records that the Bonds are registered in the name of Pledgor’s rightPledgor and subject to the pledge in favor of ▇▇▇▇▇▇. Hereafter, titleif any future Bonds are issued, interest, claim and estate in Pledgor shall cause such future Bonds to be delivered (and to each instruct the Issuer and all Trustee to deliver) physical possession of such future Bonds directly to Lender, except that, until demand for delivery to the following propertyLender at particular address, whether now owned physical possession by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”): (i) all membership interests of, or other equity interests in ▇▇▇▇▇▇ shall be accomplished by the Pledged Entities, and all options, warrants and other rights and privileges Trustee holding the Bonds on behalf of Lender. Upon issuance of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitationBonds, (i) all rentsPledgor hereby agrees to deliver to Lender a blanket endorsement to such future Bonds and a certificate that the representations and warranties in Section 3 are true and correct as of such date with respect to such future Bonds and (ii) each of Lender, issues, royalties, distributions, revenues Pledgor and profits Trustee shall reflect on their respective records that such future Bonds are owned beneficially by Pledgor subject to the pledge in favor of or from any of ▇▇▇▇▇▇. Notwithstanding the foregoing, (ii) whatever is now or hereafter received by in the event Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item receives possession of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired future Bonds, Pledgor shall deliver such future Bonds to Lender within two (2) business days along with the blanket endorsement and certificate regarding representations and warranties described in the preceding sentence. With respect to the matters covered by Pledgor with any proceeds or products of Collateralthis Agreement, (iv) any amounts now or hereafter payable under any insurance policy by reason in the event of any loss or damage to any Collateral or any proceeds or products thereof, conflict between this Agreement and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any terms of the Collateral or any interest thereinLoan Agreement, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books terms of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsthis Agreement shall govern.

The Pledge. As (a) The Purchase Contract Agent and the Holders from time to time, acting through the Purchase Contract Agent, as their attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations to the Secured ObligationsCompany under the related Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all in, and right of Pledgor’s rightset-off against, title, interest, claim and estate in and to each and all of the following propertyright, whether now owned by Pledgor or hereafter acquired title and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):interest of the Purchase Contract Agent and such Holders in: (i) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization Notes constituting a part of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating Units that have not been released by the Collateral Agent to such Holders under the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)provisions of this Agreement; (ii) all certificates(A) the Treasury Consideration or Treasury Securities constituting a part of the Units, instruments(B) any Treasury Securities delivered in exchange for any Notes or Treasury Consideration, as applicable, in accordance with Section 4.01 hereof and (C) any Notes or other writings representing Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.02 hereof, in each case that have been Transferred to or evidencing otherwise received by the Pledged Interests, Collateral Agent and all accounts, payment intangibles and general intangibles arising out of, or in connection with, not released by the Pledged InterestsCollateral Agent to such Holders under the provisions of this Agreement; (iii) any the Collateral Account and all moneyssecurities, payment intangibles or financial assets, security entitlements, cash and other property due credited thereto and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseall Security Entitlements related thereto; (iv) all other claimsupon the occurrence of a Special Event Redemption, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in Treasury Portfolio Transferred to the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectCollateral Account; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership Proceeds of the Pledged Interests, including general intangibles relating thereto in any manner or any respectforegoing; and (vi) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the “Collateral”). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units, which will be subject to the Pledge set forth in this Section 2.01, to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.01 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.02 hereof), Treasury Consideration and Treasury Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities released from the Pledge as provided in Sections 4.01, 4.02 and 4.03 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration” and “Pledged Treasury Securities,” respectively. Subject to the Pledge and the provisions of Section 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Notes or any other securities held in physical form. (d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Special Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder’s election to convert its investment from a Stripped Unit to a Normal Unit, or except as otherwise required to release Notes, Treasury Consideration or Treasury Securities as specified herein, the Collateral Agent, shall not otherwise included in clauses (i) through (v), (A) all proceeds and products relinquish physical possession of any certificate evidencing Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement, provided that the Collateral Agent and all the Remarketing Agent shall jointly determine the process for releasing Notes in connection with a remarketing (including the timing of release thereof). If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the property Notes evidenced thereby from the Pledge, the Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of Pledgor described a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to the Securities Intermediary or endorsed in clauses blank (ior accompanied by a bond power endorsed in blank) through within fifteen calendar days of the date the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of its inability to obtain possession of any such replacement certificate as required hereby. (ve) aboveNotwithstanding anything contained herein to the contrary, whether now owned and existing or hereafter acquired or arising, including, without limitationfor avoidance of doubt, (i) all rents, issues, royalties, distributions, revenues interest payments on the Notes and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon after a Special Event Redemption, the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise periodic payments with respect to, any item to the Treasury Consideration (as specified in clauses (i)(B) and (ii)(B) of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iiithe definition of Treasury Consideration) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any a part of the Collateral or any interest therein, and (B) Normal Units to Holders of Normal Units shall not be subject to the extent related to any property described in said clauses or such proceeds, all present Pledge and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all therefore are not part of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As continuing collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby irrevocably grants, pledges and grants to Lender assigns a continuing first priority lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Agent as collateral security, all of Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”): (ia) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iiib) any and all ownership interests, limited liability company interests, limited partnership interests, membership interests, shares, securities, moneys, payment intangibles instruments or property due and to become due to Pledgor now representing a dividend, a distribution or in the future return of capital upon or in respect of the Pledged Interests, or otherwise received in exchange therefor, and any warrants, rights or options issued to which Pledgor may now the holders of, or otherwise in the future be entitled to in its capacity as a member or stockholder of respect of, the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseInterests; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (vc) all rights of Pledgor under the Charter Relevant Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of any other agreement or instrument relating to the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues rights of Pledgor to receive moneys or distributions with respect to the Pledged Interests due and profits of to become due under or from any of pursuant to the foregoingRelevant Documents, (ii) whatever is now all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise guaranty with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal propertyto the Pledged Interests, (iii) any such items that are now all claims of Pledgor for damages arising out of or hereafter acquired by Pledgor with any proceeds for breach of or products of Collateraldefault under a Relevant Document, and (iv) any amounts now right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (d) all “accounts”, “general intangibles”, “instruments” and “investment property” (in each case as defined in the Uniform Commercial Code) constituting or hereafter payable under any insurance policy by reason relating to the foregoing; and (e) all proceeds of any loss or damage and to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest thereinproperty of Pledgor described in clauses (a) through (d) above and, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, files, invoices, papers invoices and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsother papers.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of such Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (other than, with respect to any Pledgor, the Excluded Swap Obligations of such Pledgor) (all being collectively referred to herein as “Collateral”): (ia) the shares of Capital Stock of the Issuers identified in Annex 1 hereto under the name of such Pledgor and all membership interests ofother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgor (provided, that, without limiting the obligation of the Pledgors to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other equity interests evidence of stock ownership as is customary in the Pledged Entities, and all options, warrants and other rights and privileges jurisdiction of any type or nature now existing or hereafter acquired by Pledgor in respect organization of such membership interests or other equity interests Issuer (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged InterestsStock”); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to which the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of such Pledgor may now under any provision prohibiting such action hereunder or under the Credit Agreement, in the future event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Pledgors to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be entitled required to in its capacity be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of the relevant Pledgor in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or stockholder management of the Pledged Entitiesrelevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), whether and all present and future rights of such Pledgor to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by way such Pledgor; and (e) intercompany obligations of a dividend, distribution, return of capital, or otherwiseforeign Subsidiaries owing to such Pledgor; (ivf) the Collateral Account and the balance and all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may items from time to time in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectCollateral Account; (vg) all rights promissory notes and all Intercompany Notes; and (h) all proceeds of and to any of the property of such Pledgor under described in the Charter Documents and/or applicable law, preceding clauses of this Section 3 (including, without limitation, all voting causes of action, claims and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by any Pledgor in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers; provided, invoiceshowever, papers and correspondence relating theretothat, includingwith respect to Voting Stock, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or in no event shall the business of Pledgor or to any or all Collateral include more than 66% of the Collateraltotal combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, all equipmenton a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, receptaclesmore than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, containers and cabinets for such books and recordsthe Pledgors shall be required to pledge non-Voting Stock of the Issuers.

The Pledge. As collateral security for the prompt payment and performance (a) The Holders from time to time as beneficial owners of the Secured ObligationsCollateral acting through the Purchase Contract Agent, Pledgor as their attorney-in-fact, and the Purchase Contract Agent, as their attorney-in-fact, each hereby pledges and grants to Lender the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due (whether at stated settlement date or earlier settlement date) by such Holders of their respective obligations under the Purchase Contracts, a security interest in all of Pledgor’s rightand to, titleand a first lien upon, interest, claim and estate in and to each and all of the following propertyright, whether now owned by Pledgor or hereafter acquired title and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):interest of the Purchase Contract Agent and such Holders in: (i) all membership interests of(A) the Notes, or other equity interests Treasury Securities and any Applicable Ownership Interest in the Pledged EntitiesTreasury Portfolio constituting a part of the Securities, (B) any Treasury Securities delivered in exchange for any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), and all options(C) any Notes (or, warrants if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and other rights and privileges not released by the Collateral Agent to such Holders under the provisions of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)this Agreement; (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interestspayments made by Holders pursuant to Section 4.4 hereof; (iii) any the Collateral Account and all moneyssecurities, payment intangibles or Financial Assets, Cash and other property due credited thereto and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseall Security Entitlements related thereto; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder Treasury Portfolio purchased on behalf of the Pledged Entities against Holders of Corporate Units by the Pledged Entities and its propertyCollateral Agent upon the occurrence of a Successful Initial Remarketing, including general intangibles relating thereto a Successful Secondary Remarketing or a Tax Event Redemption as provided in any manner Article VI hereof, or any respect;otherwise; and (v) all rights Proceeds of Pledgor the foregoing (all of the foregoing, collectively, the "Collateral"). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company as secured party. Such Notes shall be Transferred by physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that the Notes or the Security Entitlements with respect to such Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (i) of the definition of such term) in the Treasury Portfolio equal to the aggregate principal amount in the Treasury Securities so Transferred, upon notice from the Company to the Collateral Agent that a Successful Initial Remarketing, a Successful Secondary Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (i) of the definition of such term) in the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest in the Treasury Portfolio has been credited to the Collateral Account. (c) For purposes of perfecting the Pledge under the Charter Documents and/or applicable law, including, without limitationto the extent applicable, all voting the TRADES Regulations or the Uniform Commercial Code as adopted and consent rights in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of Pledgor arising thereunder the Company as provided herein. The pledge and grant of a security interest and first lien provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes, Treasury Securities or otherwiseApplicable Ownership Interest subject to the Pledge, excluding any Notes that are delivered pursuant to Section 6.2 hereof or Treasury Securities or Applicable Ownership Interest released from the Pledge as provided in each caseArticle IV hereof, in connection with Pledgor’s are herein referred to as "Pledged Notes," the "Pledged Treasury Securities," or the "Pledged Applicable Ownership Interest" respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to Collateral. Whenever directed by the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all Collateral Agent acting on behalf of the property of Pledgor described in clauses (i) through (v) aboveCompany, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) Securities Intermediary shall have the right to further transfer, including to pledge, mortgage, license, assign or sell, any of reregister the Collateral Notes or any interest therein, and (B) to the extent related to any property described other securities held in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsphysical form in its name.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor the Company hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of Pledgorthe Company’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as “Collateral”): (ia) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all membership interests ofother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other equity interests evidence of stock ownership as is customary in the Pledged Entities, and all options, warrants and other rights and privileges jurisdiction of any type or nature now existing or hereafter acquired by Pledgor in respect organization of such membership interests or other equity interests Issuer (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged InterestsStock”); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to which Pledgor may now the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the future event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be entitled required to in its capacity be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of the Company in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or stockholder management of the Pledged Entitiesrelevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), whether and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by way of a dividend, distribution, return of capital, or otherwisethe Company; (ive) all other claims, causes intercompany obligations of action, choses of action and other property of any type or nature which foreign Subsidiaries owing to the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectCompany; (vf) the balance from time to time in the Collateral Account; (g) all rights promissory notes and all Intercompany Notes; and (h) all proceeds of Pledgor under and to any of the Charter Documents and/or applicable law, property of the Company described in the preceding clauses of this Section 3 (including, without limitation, all voting causes of action, claims and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by the Company in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers; provided, invoiceshowever, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or that in no event shall the business of Pledgor or to any or all Collateral include more than 66% of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsVoting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America.

The Pledge. As (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, hereby pledge and grant to the Collateral Agent, for the benefit of the Company to secure the prompt and complete payment and performance when due (whether at stated settlement, early settlement, by acceleration or otherwise) of the obligations of the Holders under the Purchase Contracts, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations under the Secured Obligationsrelated Purchase Contracts, Pledgor hereby pledges and grants to Lender a continuing first priority security interest in all and lien upon and right of Pledgor’s set off against such Holder's right, title, interest, claim title and estate in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):interest in: (i) all membership interests of(A) the Notes, or other equity interests any Applicable Ownership Interest in the Pledged EntitiesTreasury Portfolio and Treasury Securities constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and all options(C) any Notes or any Applicable Ownership Interest in the Treasury Portfolio, warrants as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case, that have been transferred to or otherwise received by the Collateral Agent and other rights and privileges not released by the Collateral Agent to such Holders under the provisions of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)this Agreement; (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interestspayments made by Holders pursuant to Section 4.4 hereof; (iii) any the Collateral Account and all moneyssecurities, payment intangibles or financial assets, security entitlements, cash and other property due credited thereto and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise;all Security Entitlements related thereto; and (iv) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the Code, in addition to, and not in limitation of, the other claimsrights, causes remedies and recourses afforded to the Collateral Agent by this Agreement. (c) Subsequent to the date of actioninitial issuance of the Units, choses the Purchase Contract Agent shall file or cause to be filed a financing statement prepared by the Company in the State of action New York, Office of the Secretary of State and any other property of any type or nature jurisdictions which the Pledgor now has Company deems necessary. The Purchase Contract Agent, as attorney-in-fact for the Holders as debtors, shall sign a financing statement describing the Collateral. (d) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (or may the Notes that are delivered pursuant to Section 6.2 hereof), any Applicable Ownership Interest in the future acquire Treasury Portfolio or Treasury Securities subject to the Pledge, excluding any Notes, any Applicable Ownership Interest in its capacity the Treasury Portfolio or any Treasury Securities released from the Pledge as a member provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Applicable Ownership Interest in the Treasury Portfolio" or stockholder "Pledged Treasury Securities" respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Pledged Entities against Collateral. For purposes of perfecting the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor Pledge under the Charter Documents and/or applicable law, including, without limitationto the extent applicable, all voting the TRADES Regulations or the Code as adopted and consent rights in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of Pledgor arising thereunder the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name the Notes or otherwiseany other securities held in physical form. (e) Except as may be required in order to release Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in each caseas applicable, in connection with Pledgor’s ownership a Tax Event Redemption or with a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Pledged Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note prior to the termination of this Agreement, provided, however, that if the Notes are issued in whole or in part in the form of global Notes, such Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Pledged InterestsNotes evidenced thereby from the Pledge, including general intangibles relating thereto the Company or the Purchase Contract Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any manner or any respect; andsuch replacement certificate as required hereby. (vif) Notwithstanding anything contained herein to the extent not otherwise included in clauses (i) through (v)contrary, (A) all proceeds and products for avoidance of any and all doubt, the Cash payments at the rate of ___% per year of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any Stated Amount of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item Normal Units to Holders of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) Normal Units shall not be subject to the extent related to any property described in said clauses or such proceeds, all present Pledge and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all therefore are not part of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As collateral security for the prompt payment and performance by Borrower of the Secured Obligations, Pledgor hereby pledges and grants to Lender Agent (for the benefit of Lender) a security interest in all of Pledgor’s right, title, interest, claim and estate in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”): (i) all membership interests stock certificates of, or other equity interests in the Pledged Entitiesin, Borrower and all options, warrants warrants, rights of first refusal, rights of first offer, rights to purchase and all other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests stock certificates or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities Borrower or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests stock certificates and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged EntitiesBorrower, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities Borrower against the Pledged Entities Borrower and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, otherwise in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As continuing collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby irrevocably grants, pledges and grants to Lender assigns a continuing first priority lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Agent as collateral security, all of such Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”): (ia) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iiib) any and all ownership interests, limited liability company interests, limited partnership interests, membership interests, shares, securities, moneys, payment intangibles instruments or property due and to become due to Pledgor now representing a dividend, a distribution or in the future return of capital upon or in respect of the Pledged Interests, or otherwise received in exchange therefor, and any warrants, rights or options issued to which Pledgor may now the holders of, or otherwise in the future be entitled to in its capacity as a member or stockholder of respect of, the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseInterests; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (vc) all rights of such Pledgor under the Charter applicable Relevant Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of any other agreement or instrument relating to the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues rights of such Pledgor to receive moneys or distributions with respect to the Pledged Interests due and profits of to become due under or from any of pursuant to the foregoingapplicable Relevant Documents, (ii) whatever is now all rights of such Pledgor to receive proceeds of any insurance, indemnity, warranty or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise guaranty with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal propertyto the Pledged Interests, (iii) any all claims of such items that are now Pledgor for damages arising out of or hereafter acquired by Pledgor with any proceeds for breach of or products of Collateraldefault under a Relevant Document, and (iv) any amounts now right of such Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (d) all “accounts”, “general intangibles”, “instruments” and “investment property” (in each case as defined in the Uniform Commercial Code) constituting or hereafter payable under any insurance policy by reason relating to the foregoing; and (e) all proceeds of any loss or damage and to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest thereinproperty of such Pledgor described in clauses (a) through (d) above and, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, files, invoices, papers invoices and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsother papers.

The Pledge. As (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations under the Secured Obligationsrelated Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all of Pledgor’s the right, title, interest, claim title and estate in and to each and all interest of the following property, whether now owned by Pledgor or hereafter acquired Purchase Contract Agent and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):such Holders in: (i) all membership interests of(A) the Notes, Treasury Consideration or other equity interests Treasury Securities constituting a part of the Units, (B) any Treasury Securities delivered in the Pledged Entitiesexchange for any Notes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) the Collateral Account and all optionssecurities, warrants financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (iii) all Proceeds of the foregoing; and (iv) all powers and rights and privileges of any type or nature now existing owned or hereafter acquired by Pledgor in under or with respect to any of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests of the foregoing, collectively, the “Collateral”). (b) Prior to or concurrently with the execution and other equity interestsdelivery of this Agreement, and all such optionsthe Purchase Contract Agent, warrantson behalf of the initial Holders of the Units, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing Notes,” “Pledged Treasury Consideration” and “Pledged Treasury Securities,” respectively. Subject to the Pledged Interests, Pledge and all accounts, payment intangibles and general intangibles arising out of, or in connection withthe provisions of Section 2.2 hereof, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and Holders from time to become due to Pledgor now or in the future in respect time shall have full beneficial ownership of the Pledged Interests, or to which Pledgor may now or in Collateral. For purposes of perfecting the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor Pledge under the Charter Documents and/or applicable law, including, without limitationto the extent applicable, all voting the TRADES Regulations or the Uniform Commercial Code as adopted and consent rights in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of Pledgor arising thereunder the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Notes or otherwiseany other securities held in physical form in its name. (d) Except as may be required in order to release Notes or Treasury Consideration, in each caseas applicable, in connection with Pledgora Special Event Redemption or with a Holder’s ownership election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Pledged InterestsNotes evidenced thereby from the Pledge, including general intangibles relating thereto in the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any manner or any respect; and (vi) Notes remaining subject to the extent not otherwise included Pledge hereunder registered to it or endorsed in clauses (i) through (v), (A) all proceeds blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and products the Collateral Agent of its inability to obtain possession of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsreplacement certificate as required hereby.

The Pledge. As (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations to the Secured ObligationsCompany under the related Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all in, and right of Pledgor’s rightset-off against, title, interest, claim and estate in and to each and all of the following propertyright, whether now owned by Pledgor or hereafter acquired title and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):interest of the Purchase Contract Agent and such Holders in: (i) all membership interests ofthe Notes constituting a part of the Units that have not been released by the Collateral Agent, or other equity interests in than a release to the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether Remarketing Agent in connection with any capital increasea remarketing under Section 4.5 hereof, recapitalization, reclassification or reorganization to such Holders under the provisions of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)this Agreement; (ii) all certificates(A) the Treasury Consideration or Treasury Securities constituting a part of the Units, instruments(B) any Treasury Securities delivered in exchange for any Notes or Treasury Consideration, or other writings representing or evidencing the Pledged Interestsas applicable, in accordance with Section 4.1 hereof, and all accounts(C) any Notes or Treasury Consideration, payment intangibles as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and general intangibles arising out ofnot released by the Collateral Agent, or other than a release to the Remarketing Agent in connection withwith a remarketing under Section 4.5 hereof, to such Holders under the Pledged Interestsprovisions of this Agreement; (iii) any the Collateral Account and all moneyssecurities, payment intangibles or financial assets, security entitlements, cash and other property due credited thereto and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseall Security Entitlements related thereto; (iv) all other claimsupon the occurrence of a Special Event Redemption, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in Treasury Portfolio Transferred to the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectCollateral Account; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership Proceeds of the Pledged Interests, including general intangibles relating thereto in any manner or any respectforegoing; and (vi) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the “Collateral”). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units, which will be subject to the Pledge set forth in this Section 2.1, to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities released from the Pledge as provided in Sections 4.1, 4.2 and 4.3 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration” and “Pledged Treasury Securities,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Notes or any other securities held in physical form. (d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Special Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder’s election to convert its investment from a Stripped Unit to a Normal Unit, or except as otherwise required to release Notes, Treasury Consideration or Treasury Securities as specified herein, the Collateral Agent, shall not otherwise included in clauses (i) through (v), (A) all proceeds and products relinquish physical possession of any and all certificate evidencing Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the property Notes evidenced thereby from the Pledge, the Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of Pledgor described a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to the Securities Intermediary or endorsed in clauses blank (ior accompanied by a bond power endorsed in blank) through within fifteen calendar days of the date the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of its inability to obtain possession of any such replacement certificate as required hereby. (ve) aboveNotwithstanding anything contained herein to the contrary, whether now owned and existing or hereafter acquired or arising, including, without limitationfor avoidance of doubt, (i) all rents, issues, royalties, distributions, revenues the cash interest payments at the rate of 8.25% per year on the Notes and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon after a Special Event Redemption, the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise quarterly payments with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, to the Treasury Consideration (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and as specified in clause (B) of the definition of Treasury Consideration) that are a part of the Normal Units to Holders of Normal Units shall not be subject to the extent related to any property described in said clauses or such proceeds, all present Pledge and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all therefore are not part of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Pledgor’s Obligations, Pledgor hereby pledges absolutely, unconditionally and irrevocably pledges, assigns, conveys, transfers and delivers to Lender, and grants to Lender Lender, a continuing lien on and security interest in and to the each of the assets and properties listed in this Section 2(a), and all of Pledgor’s right, titletitle and interest therein, interest, claim and estate in and to each and all of the following property, case whether now owned by Pledgor or hereafter acquired existing, acquired, created and whether now existing or hereafter wherever located coming into existence (all being collectively referred to herein as “Collateral”): (i) all membership interests ofof Pledgor’s Equity Interests in each Subsidiary, or other equity interests in together with the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests certificates evidencing the same (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”), and all of the Subordinated Rights; (ii) all certificatesownership interests, instrumentsmembership interests, partnership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Pledged Interests or Subordinated Rights, or otherwise received in exchange therefor, and any warrants, rights, options, or other writings representing investment property (as defined in the UCC) or evidencing financial asset (as defined in the UCC) issued to the holders of, under or otherwise in respect of, any of the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, Interests or in connection with, the Pledged InterestsSubordinated Rights; (iii) any all rights, powers, privileges, remedies, interests and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights security entitlements of Pledgor under the Charter Relevant Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership any other agreement or instrument relating to any of the Pledged Interests, including general intangibles relating thereto in any manner Interests or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arisingSubordinated Rights, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits rights of Pledgor to receive moneys or from distributions under or with respect to any of the foregoingPledged Interests or Subordinated Rights due and to become due under or pursuant to the Relevant Documents, (ii) whatever is now all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise guaranty with respect toto any of the Pledged Interests or Subordinated Rights, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, and (iv) any item right of CollateralPledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (iv) any accounts, whether constituting as-extracted collateral, chattel paper, commercial tort claims, consumer goods, deposit accounts, documents and trust receipts (and the goods covered thereby, wherever located), equipment, financial assets, fixtures, general intangibles, equipmentgoods, instruments, inventory, investment properties, letter-of-credit rights, letters-of-credit, money, deposit accounts, payment intangibles, goodsproceeds, chattel paper, documents, instruments, insurance proceedsproducts, securities, securities accounts, security entitlements and software (as each such term is defined in the UCC), or any other tangible contract right, indemnity, warranty, casualty or intangible personal other insurance policy or right, or litigation claim or right, to the extent arising from or related to any asset, property, right, power, privilege, remedy, interest or entitlement listed in clause (i), (ii) or (iii) of this Section 2(a); and (v) any such items that are now and all products of, proceeds from and other collections, payments and other distributions and realizations respecting any asset, property, right, power, privilege, remedy, interest or hereafter acquired by Pledgor with any proceeds or products of Collateral, entitlement described in clauses (i) through (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (vthis Section 2(a) the right to further transfer, including to pledge, mortgage, license, assign or selland, any of the Collateral and all books, correspondence, credit files, records, invoices and other papers and documents evidencing, governing or any interest therein, and (B) to the extent related to any property described such asset, property, right, power, privilege, remedy, interest or entitlement; in said clauses each case whether such item or such proceedsany right, title or interest therein is owned beneficially or of record and individually, jointly or otherwise, and together with any and all present other claims, entitlements, rights, powers, privileges, remedies and future books and records, files, invoices, papers and correspondence relating interests of Pledgor with respect thereto, including, without limitation, books of account any and ledgers of every kind and nature, computer programs, computer tapes, computer softwareall supporting obligations therefore, and any and all electronically recorded data relating to Pledgor or the business replacements and substitutions therefore and extensions and modifications thereof and any and all renewals, substitutions, modifications and extensions of Pledgor or to any or and all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsitems listed in this Section 2(a).

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor the Parent hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of Pledgorthe Parent’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor the Parent or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Parent) (all being collectively referred to herein as “Collateral”): (ia) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all membership interests ofother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Parent (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other equity interests evidence of stock ownership as is customary in the Pledged Entities, and all options, warrants and other rights and privileges jurisdiction of any type or nature now existing or hereafter acquired by Pledgor in respect organization of such membership interests or other equity interests Issuer (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged InterestsStock”); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to which Pledgor may now the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of the Parent under any provision prohibiting such action hereunder or under the Credit Agreement, in the future event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Parent itself) formed by or resulting from such consolidation or merger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be entitled required to in its capacity be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of the Parent in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or stockholder management of the Pledged Entitiesrelevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), whether and all present and future rights of the Parent to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by way of a dividend, distribution, return of capital, or otherwisethe Parent; (ive) all other claims, causes intercompany obligations of action, choses of action and other property of any type or nature which foreign Subsidiaries owing to the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectParent; (vf) the balance from time to time in the Collateral Account; (g) all rights promissory notes and all Intercompany Notes; and (h) all proceeds of Pledgor under and to any of the Charter Documents and/or applicable law, property of the Parent described in the preceding clauses of this Section 3 (including, without limitation, all voting causes of action, claims and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by the Parent in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers; provided, invoiceshowever, papers and correspondence relating theretothat in no event shall the Collateral include more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America. Notwithstanding the foregoing, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer softwarethe Collateral shall not include, and all electronically recorded data relating to Pledgor or the business Liens created under this Section 3.01 shall not encumber, the shares of Pledgor or to any or all Capital Stock of the Collateral, all equipment, receptacles, containers (i) Iron Mountain India Private Limited and cabinets for such books and records(ii) Iron Mountain Services Private Limited.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor the Company hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of Pledgor’s the Company's right, titletitle and interest in, interest, claim to and estate in and to each and all of under the following propertyProperty, whether now owned by Pledgor the Company or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”"COLLATERAL"): (ia) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges shares of any type or nature Preferred Stock now existing or hereafter acquired owned by Pledgor the Company, in respect of such membership interests or other equity interests each case together with the certificates evidencing the same (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”"PLEDGED STOCK"); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or to which Pledgor may now resulting from a split-up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder other like change of the Pledged EntitiesStock or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capitalrights or options issued to the holders of, or otherwiseotherwise in respect of, the Pledged Stock; (ivc) without affecting the obligations of State Auto Financial under any provision prohibiting such action hereunder or under any of the other Basic Documents to which it is a party, in the event of any consolidation or merger in which State Auto Financial is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger issued in exchange for the Pledged Stock; (d) the Standby Purchase Agreement; (e) the balance from time to time in the Collateral Account; and (f) all other claims, causes of action, choses of action tangible and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder intangible Property of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable lawCompany, including, without limitation, all voting proceeds, products, accessions, rents, profits, income, benefits, substitutions and consent rights replacements of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership and to any of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all Property of the property of Pledgor Company described in the preceding clauses of this Section 3 (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rentscauses of action, issues, royalties, distributions, revenues claims and profits warranties now or hereafter held by the Company in respect of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, items listed above and any other tangible or intangible personal propertyproceeds of insurance thereon) and, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property Property described in said clauses or such proceeds, products and accessions, all present and future books and books, correspondence, credit files, records, files, invoices, papers invoices and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsother papers.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor the Obligor hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders, a security interest in all of Pledgorthe Obligor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor the Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Pledged Collateral”): (ia) all the shares in the Westside Entities, EMH, Mission del Cielo and the membership interests of, in MGE identified in Annex 1 or other equity ownership interests of whatever class or character in the Pledged Entitiesthese companies, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired owned by Pledgor the Obligor, in respect of such membership interests or other equity interests each case together with the certificates (whether in connection with any capital increaseif any) evidencing the same (collectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (iib) all certificatesmembership interests, instrumentsstock, securities, moneys or other writings property representing or evidencing a dividend on any of the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles representing a distribution or property due and to become due to Pledgor now return of capital upon or in the future in respect of the Pledged Interests, or to which Pledgor may now resulting from a split-up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder any change of the Pledged EntitiesInterests or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capitalrights or options issued to the holders of, or otherwiseotherwise in respect of, the Pledged Interests; (ivc) in the event of any consolidation or merger involving the Collateral Parties in which a Collateral Party is not the surviving entity, all ownership interests of any class or character of the successor entity formed by or resulting from such consolidation or merger (the Pledged Interests together with all other claimscertificates of membership interests, causes of actionshares, choses of action securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively referred to as the “Stock Collateral”); (d) the Collateral Accounts and all amounts, Permitted Investments and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its (including securities, financial assets, investment property, including general intangibles relating security entitlements and instruments, as applicable) at any time deposited in or credited thereto in any manner or any respect; (v) and all rights of Pledgor under the Charter Documents and/or applicable lawsecurity entitlements with respect thereto, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respectBig Four Revenue; and (vi) to the extent not otherwise included in clauses (i) through (v), (Ae) all proceeds of and products of to any and all of the property of Pledgor the Obligor described in the preceding clauses of this Section 3 (i) through (v) aboveincluding all causes of action, whether claims and warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by the Obligor in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, files, invoices, papers invoices and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsother papers.

The Pledge. As (a) The Obligor hereby (x) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral Trustee, for the ratable benefit of the Priority Lien Secured Parties a lien on and a first priority security interest in the following property of the Obligor (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured ObligationsPriority Lien Obligations and (y) assigns and transfers to the Collateral Trustee, Pledgor and hereby pledges and grants to Lender the Collateral Trustee, for the ratable benefit of the Parity Lien Secured Parties a lien on and a second priority security interest in all of Pledgor’s rightthe Pledged Collateral, titleas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, interest, claim and estate in and to each and all by acceleration or otherwise) of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):Parity Lien Obligations: (i) all membership interests of, the shares in EMMH identified in Annex 1 hereto or other equity ownership interests in the Pledged Entitiesof whatever class or character of EMMH, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired owned by Pledgor the Obligor, in respect of such membership interests or other equity interests each case together with the certificates (whether in connection with any capital increaseif any) evidencing the same (collectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “"Pledged Interests”"); (ii) all certificatesstock, instrumentssecurities, moneys or other writings property representing or evidencing a dividend on any of the Pledged Interests, or representing a distribution or return of capital upon or in respect of the Pledged Interests, or resulting from a split-up, revision, reclassification or any change of the Pledged Interests or otherwise received in exchange therefor, and all accountsany subscription warrants, payment intangibles and general intangibles arising out rights or options issued to the holders of, or otherwise in connection withrespect of, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future event of any consolidation or merger involving EMMH or the Obligor in respect which EMMH or the Obligor, respectively, is not the surviving entity, all ownership interests of any class or character of the Pledged Interests, successor entity formed by or to which Pledgor may now resulting from such consolidation or in the future be entitled to in its capacity as a member or stockholder of merger (the Pledged EntitiesInterests together with all other certificates of membership interests, whether by way of a dividendshares, distributionsecurities, return of capital, properties or otherwise;moneys as may from time to time be pledged hereunder pursuant to clause (i) or (ii) above and this clause (iii) being herein collectively referred to as the "Stock Collateral"); and (iv) all other claimsproceeds, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Obligor described in the preceding clauses of this Section 3 (including all causes of action, choses of action claims and other property of any type or nature which the Pledgor warranties now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by the Obligor in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers, invoicesincluding all tapes, cards, computer runs and other papers and correspondence relating thereto, including, without limitation, books documents in the possession or under the control of account and ledgers of every kind and nature, the Obligor or any computer programs, computer tapes, computer softwarebureau or service company from time to time acting for the Obligor. This Agreement, and the security interests and Liens granted and created herein, secures the payment and the performance of all electronically recorded data Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Indebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Pledgor the Obligor, whether or the business of Pledgor not a claim for post-filing or to any post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amounts that constitute part of the CollateralSecured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or not allowed due to a pending Insolvency Proceeding. Without limiting the generality of the foregoing, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (B) this Agreement creates two separate and distinct Liens: the first priority Lien securing the payment and performance of the Priority Lien Obligations and the second priority Lien securing the payment and performance of the Parity Lien Obligations, in each case, as may be more particularly set forth in the Collateral Trust Agreement. The Collateral Trustee acknowledges that for purposes of perfecting the security interests hereunder, all equipmentproperty in the possession or control of the Collateral Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and as trustee for the benefit of the Parity Lien Secured Parties, receptaclessubject to the terms of the Collateral Trust Agreement. (b) Notwithstanding anything herein to the contrary, containers the Obligor shall remain liable for all obligations under and cabinets for such books in respect of the Pledged Collateral and recordsnothing contained herein is intended or shall be a delegation of duties to the Collateral Trustee or any other Secured Party.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges and grants to Lender the Collateral Agent for the benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein in this Agreement as “Collateral”): (ia) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)ADS; (iib) all certificatesthe Collateral Account and any cash, instruments, securities (including any ADS) or other writings representing property held therein or evidencing credited thereto, including security entitlements, as defined in §8-102(a)(17) of the Pledged InterestsUCC, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, with respect to any of the Pledged Interestsforegoing; (iiic) any and all moneys, payment intangibles or property due and the Deposit Agreement as it relates to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseADS; (ivd) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity Restricted Letter Agreement as a member or stockholder of it relates to the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectADS; (ve) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of Issuer Consent Letter; (f) the Pledged Interests, including general intangibles relating thereto in any manner or any respectWaiver Letter; and (vi) to the extent not otherwise included in clauses (i) through (v), (Ag) all cash and non-cash proceeds and products (including proceeds of any and all proceeds) of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, including, all (iii) whatever is now or hereafter received by Pledgor upon the collection or saleaccounts, exchangebenefits, leasecash, transfer or other disposition (whether voluntary or involuntary) ofchattel paper, or otherwise with respect tocontract rights, any item deposit accounts, distributions, dividends, documents of Collateraltitle, whether constituting accountsequipment, general intangibles, equipmentinstruments, interest, inventory, moneyinvestment property, deposit accountspremiums, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securitiesprofits, and any other tangible property from time to time received, receivable, or intangible personal propertyotherwise distributed in respect of or in exchange for, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds as a replacement of or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sella substitution for, any of the Collateral or proceeds thereof (including any interest thereincash, equity interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in the Issuer) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Issuer and any security entitlements with respect thereto); (ii) “Proceeds,” as such term is defined in the UCC; (iii) proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or proceeds thereof; and (Bv) other amounts from time to the extent related to time paid or payable under or in connection with any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsCollateral or proceeds thereof.

The Pledge. As collateral security for the prompt ---------- payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges to the Secured Party and grants to Lender the Secured Party a first priority, perfected security interest in all of the Pledgor’s 's right, titletitle and interest in, interest, claim to and estate in and to each and all of under the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):collectively, the "Pledged Property"): ---------------- (i) all membership interests ofthe equity securities listed on Schedule 2.1 hereto, or other equity interests in together ------------ with the certificates and instruments evidencing the same (collectively, the "Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwiseSecurities"), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”);; ------------------- (ii) all certificatesshares, securities, instruments, moneys or other writings property representing or evidencing a dividend on any of the Pledged InterestsSecurities, or representing a distribution or return of capital upon or in respect of the Pledged Securities, or resulting from a stock split, spin-off, split-up, revision, consolidation, merger, sale of assets, combination of shares, conversion of shares, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and all accountsany subscription warrants, payment intangibles and general intangibles arising out rights or options issued to the holders of, or otherwise in connection withrespect of, the Pledged InterestsSecurities; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future event of any consolidation or merger in respect which any of the Pledged InterestsSecurities are converted or exchanged into one or more types of other securities, or to all such other securities into which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, Securities are converted or otherwise;exchanged and (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder proceeds of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; Property (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership proceeds that constitute property of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor types described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateralthis Section 2.1). During the term of this Agreement, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, all dividends and (v) other distributions on the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) Pledged Property shall be paid directly to the extent related to any property described in said clauses Secured Party or such proceedsagent or nominee and retained by it as additional Pledged Property subject to the terms of this Agreement and, all present in either such case, if the Secured Party shall so request, the Pledgor shall execute and future books deliver to the Secured Party appropriate additional proxies, powers of attorney, dividend, distribution and recordsother orders, files, invoices, papers instruments and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating documents to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsends.

The Pledge. As (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations to the Secured ObligationsCompany under the related Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all in, and right of Pledgor’s rightset-off against, title, interest, claim and estate in and to each and all of the following propertyright, whether now owned by Pledgor or hereafter acquired title and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):interest of the Purchase Contract Agent and such Holders in: (i) all membership interests ofthe Notes constituting a part of the Units that have not been released by the Collateral Agent, or other equity interests in than a release to the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether Remarketing Agent in connection with any capital increasea remarketing under Section 4.5 hereof, recapitalization, reclassification or reorganization to such Holders under the provisions of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)this Agreeement; (iiA) all certificatesthe Treasury Consideration or Treasury Securities constituting a part of the Units, instruments(B) any Treasury Securities delivered in exchange for any Notes or Treasury Consideration, or other writings representing or evidencing the Pledged Interestsas applicable, in accordance with Section 4.1 hereof, and all accounts(C) any Notes or Treasury Consideration, payment intangibles as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and general intangibles arising out ofnot released by the Collateral Agent, or other than a release to the Remarketing Agent in connection withwith a remarketing under Section 4.5 hereof, to such Holders under the Pledged Interestsprovisions of this Agreement; (iii) any the Collateral Account and all moneyssecurities, payment intangibles or financial assets, security entitlements, cash and other property due credited thereto and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseall Security Entitlements related thereto; (iv) all other claimsupon the occurrence of a Special Event Redemption, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in Treasury Portfolio Transferred to the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectCollateral Account; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership Proceeds of the Pledged Interests, including general intangibles relating thereto in any manner or any respectforegoing; and (vi) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the "COLLATERAL"). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units, which will be subject to the Pledge set forth in this Section 2.1, to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities released from the Pledge as provided in Sections 4.1, 4.2 and 4.3 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Notes or any other securities held in physical form. (d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Special Event Redemption or with a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder's election to convert its investment from a Stripped Unit to a Normal Unit, or except as otherwise required to release Notes, Treasury Consideration or Treasury Securities as specified herein, the Collateral Agent, shall not otherwise included in clauses (i) through (v), (A) all proceeds and products relinquish physical possession of any and all certificate evidencing Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the property Notes evidenced thereby from the Pledge, the Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of Pledgor described a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to the Securities Intermediary or endorsed in clauses blank (ior accompanied by a bond power endorsed in blank) through within fifteen calendar days of the date the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of its inability to obtain possession of any such replacement certificate as required hereby. (ve) aboveNotwithstanding anything contained herein to the contrary, whether now owned and existing or hereafter acquired or arising, including, without limitationfor avoidance of doubt, (i) all rents, issues, royalties, distributions, revenues and profits the cash payments at the rate of or from any 2.53% per year of the foregoing, Stated Amount of the Notes and (ii) whatever is now or hereafter received by Pledgor upon after a Special Event Redemption, the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise quarterly payments with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, to the Treasury Consideration (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and as specified in clause (B) of the definition of Treasury Consideration) that are a part of the Normal Units to Holders of Normal Units shall not be subject to the extent related to any property described in said clauses or such proceeds, all present Pledge and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all therefore are not part of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As collateral security for the prompt payment and performance by Pledgor of the Secured Pledgor Obligations, Pledgor hereby pledges and grants to Lender Agent (for the benefit of Lender) a first priority security interest in all of Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following propertyfollowing, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as collectively, the “Collateral”): (i) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles accounts and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles moneys or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged EntitiesMortgage Borrower, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature claims which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities Mortgage Borrower against the Pledged Entities Mortgage Borrower and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights right, title and interest of Pledgor under the Interest Rate Cap Agreement and any replacements, amendments or supplements thereto, including, but not limited to, all “accounts”, “chattel paper”, “general intangibles” and “investment property” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing, and all claims of Pledgor for breach by the counterparty thereunder of any covenant, agreement, representation or warranty contained in the Interest Rate Cap Agreement; and all products and proceeds of any of the foregoing; (vi) all right, title and interest of Pledgor under the Charter Documents and/or applicable lawDocuments, including, without limitation, (i) all rights of Pledgor to receive moneys or distributions with respect to the Pledged Interests due and to become due under or pursuant to any Charter Document, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under any Charter Document, (iv) any right of Pledgor to perform under each Charter Document and to compel performance and otherwise exercise all rights and remedies thereunder, (v) all of its right, title and interest as a member to participate in the operation or management of Mortgage Borrower and all of Pledgor’s ownership interests under each Charter Document; all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, otherwise in connection with Pledgor’s ownership of the Pledged Interests, and (vi) all Proceeds of any of the foregoing property of Pledgor, including without limitation, any proceeds of insurance thereon, all “securities,” “accounts,” “general intangibles intangibles,” “instruments” and “investment property,” in each case as defined in the Uniform Commercial Code, constituting or relating thereto in any manner or any respectto the foregoing; and (vivii) to the extent not otherwise included in clauses (i) through (vvi), (A) all proceeds of and products of to any and all of the property of Pledgor described in clauses (i) through (vvi) aboveabove and, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, files, invoices, papers invoices and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsother papers.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of such Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (other than, with respect to any Pledgor, the Excluded Swap Obligations of such Pledgor) (all being collectively referred to herein as “Collateral”): (ia) the shares of Capital Stock of the Issuers identified in Annex 1 hereto under the name of such Pledgor and all membership interests ofother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgor (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other equity interests evidence of stock ownership as is customary in the Pledged Entities, and all options, warrants and other rights and privileges jurisdiction of any type or nature now existing or hereafter acquired by Pledgor in respect organization of such membership interests or other equity interests Issuer (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged InterestsStock”); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to which the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of such Pledgor may now under any provision prohibiting such action hereunder or under the Credit Agreement, in the future event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be entitled required to in its capacity be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of the relevant Pledgor in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or stockholder management of the Pledged Entitiesrelevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), whether and all present and future rights of such Pledgor to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by way such Pledgor; and (e) intercompany obligations of a dividend, distribution, return of capital, or otherwiseforeign Subsidiaries owing to such Pledgor; (ivf) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may balance from time to time in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectCollateral Account; (vg) all rights promissory notes and all Intercompany Notes; and (h) all proceeds of and to any of the property of such Pledgor under described in the Charter Documents and/or applicable law, preceding clauses of this Section 3 (including, without limitation, all voting causes of action, claims and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by any Pledgor in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers; provided, invoiceshowever, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or that in no event shall the business of Pledgor or to any or all Collateral include more than 66% of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsVoting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America.

The Pledge. As continuing collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor the Guarantor hereby pledges and grants to Lender Saskco as hereinafter provided, and hereby continues the original pledge and grant by Atcor Resources Ltd. of, a security interest in all of Pledgor’s the Guarantor's right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor the Guarantor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”"COLLATERAL"): (ia) all membership interests ofthe shares of common stock of Canadian Forest, or other equity interests in the Pledged Entitieswithout par value, represented by certificate No. 1 and all optionsother shares of capital stock of whatever class of Canadian Forest, warrants and other rights and privileges of any type or nature now existing or hereafter acquired owned by Pledgor the Guarantor, in respect of such membership interests or other equity interests each case together with the certificates evidencing the same (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”"PLEDGED STOCK"); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or to which Pledgor may now resulting from a split-up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder other like change of the Pledged EntitiesStock or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capitalrights or options issued to the holders of, or otherwiseotherwise in respect of, the Pledged Stock; (ivc) all other claimswithout affecting the obligations of the Guarantor under any provision prohibiting such action hereunder, causes of action, choses of action and other property in the event of any type consolidation or nature merger in which Canadian Forest is not the Pledgor now has or may in the future acquire in its capacity as a member or stockholder surviving corporation, all shares of each class of the Pledged Entities against capital stock of the Pledged Entities and its property, including general intangibles relating thereto in any manner successor corporation (unless such successor corporation is the Guarantor itself) formed by or any respectresulting from such consolidation or merger; (vd) the balance from time to time in the Collateral Account; and (e) all rights proceeds of Pledgor under and to any of the Charter Documents and/or applicable law, property of the Guarantor described in the preceding clauses of this Section 4 (including, without limitation, all voting causes of action, claims and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by the Guarantor in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, files, invoices, papers invoices and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.other papers. GUARANTEE AND PLEDGE AGREEMENT

The Pledge. As collateral security for the prompt payment and performance of the Secured Obligations, The Pledgor hereby pledges pledges, hypothecates, assigns, transfers, sets over and delivers unto the Collateral Agent, and grants to Lender the Collateral Agent for the benefit of Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch; each bank and other lending institution that is or may from time to time become a "Lender" as that term is defined in the Credit Agreement; CoBank, ACB; The Prudential Insurance Company of America; Pruco Life Insurance Company; Wachovia Bank, N.A.; SunTrust Bank, Atlanta; ▇▇▇▇▇▇ Trust and Savings Bank; Rabo Capital Services, Inc.; SunTrust Equitable Securities Corporation; and the successors and assigns of each of the foregoing (hereinafter, the "Secured Parties"), a security interest in all of Pledgor’s rightin, title, interest, claim and estate in and to each and all of the Pledgor's right, title and interest in, to and under the following property(collectively, whether now owned by the "Pledged Collateral"): (a) the common stock, shares, equity interest and other securities (collectively, "Securities") of each Person (each an "Issuer") described in Schedule 1 attached hereto; (b) any additional Securities of any of such Issuers as may from time to time be issued to the Pledgor or otherwise acquired by the Pledgor; (c) any additional Securities of any Issuer as may hereafter acquired at any time be delivered to the Collateral Agent by or on behalf of the Pledgor; (d) any cash or additional Securities or other property at any time and whether now existing from time to time receivable or hereafter coming into existence (all being collectively referred to herein as “Collateral”): (i) all membership interests otherwise distributable in respect of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out ofexchange for, or in connection withsubstitution of, any of the Pledged Interests; property referred to in any of the immediately preceding clauses (iiia) through (c); and (e) any and all moneys, payment intangibles or property due products and to become due to Pledgor now or in the future in respect proceeds of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise together with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating other rights, titles, interests, powers, privileges and preferences pertaining to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordssaid property.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges and grants to Lender the Collateral Agent for the benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein in this Agreement as “Collateral”): (ia) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)[***] ADS; (iib) all certificatesthe Collateral Account and any cash, instruments, securities (including any ADS) or other writings representing property held therein or evidencing credited thereto, including security entitlements, as defined in §8-102(a)(17) of the Pledged InterestsUCC, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, with respect to any of the Pledged Interestsforegoing; (iiic) any and all moneys, payment intangibles or property due and the Deposit Agreement as it relates to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseADS; (ivd) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity Restricted Letter Agreement as a member or stockholder of it relates to the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectADS; (ve) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of Issuer Consent Letter; (f) the Pledged Interests, including general intangibles relating thereto in any manner or any respectWaiver Letter; and (vi) to the extent not otherwise included in clauses (i) through (v), (Ag) all cash and non-cash proceeds and products (including proceeds of any and all proceeds) of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, including, all (iii) whatever is now or hereafter received by Pledgor upon the collection or saleaccounts, exchangebenefits, leasecash, transfer or other disposition (whether voluntary or involuntary) ofchattel paper, or otherwise with respect tocontract rights, any item deposit accounts, distributions, dividends, documents of Collateraltitle, whether constituting accountsequipment, general intangibles, equipmentinstruments, interest, inventory, moneyinvestment property, deposit accountspremiums, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securitiesprofits, and any other tangible property from time to time received, receivable, or intangible personal propertyotherwise distributed in respect of or in exchange for, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds as a replacement of or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sella substitution for, any of the Collateral or proceeds thereof (including any interest thereincash, equity interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in the Issuer) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Issuer and any security entitlements with respect thereto); (ii) “Proceeds,” as such term is defined in the UCC; (iii) proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or proceeds thereof; and (Bv) other amounts from time to the extent related to time paid or payable under or in connection with any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsCollateral or proceeds thereof.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor the Parent hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of Pledgorthe Parent’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor the Parent or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Parent) (all being collectively referred to herein as “Collateral”): (ia) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all membership interests ofother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Parent (provided, that, without limiting the obligation of the Parent to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other equity interests evidence of stock ownership as is customary in the Pledged Entities, and all options, warrants and other rights and privileges jurisdiction of any type or nature now existing or hereafter acquired by Pledgor in respect organization of such membership interests or other equity interests Issuer (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged InterestsStock”); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to which Pledgor may now the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of the Parent under any provision prohibiting such action hereunder or under the Credit Agreement, in the future event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Parent itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Parent to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be entitled required to in its capacity be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of the Parent in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or stockholder management of the Pledged Entitiesrelevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), whether and all present and future rights of the Parent to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by way of a dividend, distribution, return of capital, or otherwisethe Parent; (ive) all other claims, causes intercompany obligations of action, choses of action and other property of any type or nature which foreign Subsidiaries owing to the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respectParent; (vf) the Collateral Account and the balance and all items from time to time in the Collateral Account; (g) all rights promissory notes and all Intercompany Notes; and (h) all proceeds of Pledgor under and to any of the Charter Documents and/or applicable law, property of the Parent described in the preceding clauses of this Section 3 (including, without limitation, all voting causes of action, claims and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by the Parent in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers; provided, invoiceshowever, papers and correspondence relating theretothat, includingwith respect to Voting Stock, without limitationin no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, books on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of account and ledgers the total combined voting power of every kind and naturethe Voting Stock of such Foreign Subsidiary Holdco. Notwithstanding the foregoing, computer programs, computer tapes, computer softwarethe Collateral shall not include, and all electronically recorded data relating the Liens created under this Section 3.01 shall not encumber, the shares of Capital Stock of (i) Iron Mountain India Private Limited and (ii) Iron Mountain Services Private Limited. For the avoidance of doubt, the Parent shall be required to Pledgor or the business of Pledgor or to any or all pledge non-Voting Stock of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsIssuers.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor whether now existing or hereafter from time to time arising, the Company hereby pledges and grants to Lender (and hereby confirms and continues the pledge and grant under the Existing Pledge Agreement as amended and restated hereby of) a security interest in all of Pledgor’s the Company's right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor the Company or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “"Collateral”):"), to the Collateral Agent for the benefit of the Secured Parties as hereinafter provided: (ia) the Capital Stock of the Issuer or Issuers represented by the certificate or certificates identified in Annex 1 and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company, in each case together with the certificate or certificates, if any, evidencing the same (collectively, the "Pledged Stock"). (b) all membership interests ofshares, securities, moneys or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of property representing a dividend on any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption paymentsStock, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, representing a distribution or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, return of capital upon or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or to which Pledgor may now resulting from a split-up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder other like change of the Pledged EntitiesStock or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capitalrights or options issued to the holders of, or otherwiseotherwise in respect of, the Pledged Stock; (ivc) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under any Debt Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of Capital Stock of the successor corporation formed by or resulting from such consolidation or merger, but only if such successor corporation is a Foreign Subsidiary owned directly by the Company or any Domestic Subsidiary (the Pledged Stock, together Pledge Agreement with all other claimscertificates, causes of actionshares, choses of action securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and other property of any type or nature which this clause (c) being herein collectively called the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect"Stock Collateral"); and (vi) to the extent not otherwise included in clauses (i) through (v), (Ad) all proceeds Proceeds of and products of to any and all of the property of Pledgor the Company described in the foregoing clauses (ia), (b) through and (vc) aboveof this Section 3; provided that, whether now owned and existing or hereafter acquired or arising, including, without limitationnotwithstanding anything herein to the contrary, (i) all rents, issues, royalties, distributions, revenues and profits the shares of or from voting Capital Stock of an Issuer that are pledged hereunder shall not at any time exceed 66% of the foregoing, issued and outstanding voting Capital Stock of such Issuer and (ii) whatever is now if shares of any non-voting Capital Stock of an Issuer are pledged or hereafter received by Pledgor upon required to be pledged hereunder and the collection Company notifies the Administrative Agent in writing that the creation or salecontinuation of such pledge, exchangeas the case may be, leasecould have adverse tax consequences for the Company, transfer or other disposition then (whether voluntary or involuntaryy) of, or otherwise with respect toto shares that have not yet been pledged hereunder, the Company shall have no obligation to pledge such shares hereunder and such shares shall not constitute Pledged Stock and (z) with respect to shares pledged hereunder prior to such notice from the Company, such shares shall be released from the pledge hereunder and shall no longer constitute Pledged Stock (and the Collateral Agent is hereby authorized, without further action by any item of Collateralother Secured Party, whether constituting accountsforthwith to release such pledge and cause to be assigned, general intangiblestransferred or delivered, equipmentagainst receipt but without any recourse, inventorywarranty or representation whatsoever, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, the certificate(s) for such shares and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage related stock power theretofore delivered to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsAgent hereunder).

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured ObligationsObligations now existing or hereafter arising, the Pledgor hereby pledges and grants to Lender the Collateral Agent for the benefit of the Secured Parties as hereinafter provided, a lien on and security interest in all of Pledgor’s rightin, title, interest, claim and estate in and to each and all of the following property▇▇▇▇▇▇▇'▇ right, title and interest in, to and under the following, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”"COLLATERAL"): (a) the membership interests of the Borrower identified in Annex 1 and all other ownership interests of whatever class or character of the Borrower, now owned or hereafter acquired by the Pledgor, in each case together with all certificates, if any, evidencing the same (collectively, the "PLEDGED INTERESTS"); (b) all certificates, shares, securities, moneys, membership interests, stock or other Property representing a dividend or distribution on any of the Pledged Interests or other Ownership Collateral, or representing a distribution or return of capital upon or in respect of any of the Pledged Interests or other Ownership Collateral, or resulting from a split-up, revision, reclassification or other like change of any of the Pledged Interests or other Ownership Collateral or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of the Pledged Interests or other Ownership Collateral; (c) without prejudice to Section 8.02, 8.12 or 8.25 of the Credit Agreement and without affecting the obligations of the Pledgor or the Borrower under any provision prohibiting such action under any Financing Document or any other Transaction Document, in the event of any consolidation or merger in which the Borrower is not the surviving entity: (i) all membership ownership interests of any class or character of the successor entity (unless such successor entity is the Borrower itself) formed by or resulting from such consolidation or merger received in consideration of, or other equity interests in exchange for, the Pledged Entities, Collateral described in paragraphs (a) and all options, warrants (b) above; and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; consideration (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder personal property, tangible or otherwise, intangible) received in each case, in connection with Pledgor’s ownership of exchange Pledge Agreement for such Collateral (the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v)together with all other certificates, (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceedsshares, securities, moneys, membership interests, stock or other Property as may from time to time be pledged hereunder pursuant to paragraph (a) or (b) above and any other tangible or intangible personal property, this paragraph (iiic) and the proceeds of and to any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateralproperty and, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any such property described in said clauses or such proceeds, all present books, correspondence, credit files, records, invoices and future other papers, being herein collectively called the "OWNERSHIP COLLATERAL"); (i) all of Pledgor's right, title and interest (x) under the LLC Agreement, including all voting and management rights and all rights to grant and withhold consents and approvals, and (y) regarding access to and inspection and use of all books and records, files, invoices, papers including computer software and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer software programs, computer tapes, computer softwareof the Borrower, and (ii) all electronically recorded data relating other rights, interests, property or claims to which the Pledgor or the business of Pledgor or to any or all may be entitled in its capacity as member of the CollateralBorrower; and (e) all proceeds of any of the foregoing; provided, all equipmenthowever, receptaclesany distributions, containers payments or releases (whether in the form of cash, instruments or otherwise) properly made by the Borrower to the Pledgor pursuant to Section 8.13 of the Credit Agreement shall automatically be released from the Lien granted hereunder and cabinets for shall no longer be part of the Collateral upon the making of such books and recordsdistribution, payment or release.

The Pledge. As The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders (whether now owned, hereafter acquired, or whether now or hereafter existing or arising) of their respective obligations under the Secured Obligationsrelated Forward Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all of Pledgor’s the right, titletitle and interest of the Forward Purchase Contract Agent and such Holders in (a) Preferred Stock constituting a part of Income PRIDES from time to time; (b) Treasury Securities constituting a part of the Growth PRIDES from time to time, interest, claim and estate (c) the Applicable Ownership Interests (as specified in and Clause (A) of the definition of such term) of the Treasury Portfolio constituting a part of Income PRIDES from time to each time after the occurrence of a Special Event Redemption; (d) payments made by Holders pursuant to Section 4.4.; (e) the Collateral Account and all securities, financial assets (as defined in Section 8-102(a)(9) of the following propertyCode), whether now owned by Pledgor or hereafter acquired Cash and whether now existing or hereafter coming into existence other property credited thereto and all Security Entitlements related thereto; and (all being collectively referred to herein as “Collateral”): (if) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges Proceeds of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interestsof the foregoing, and all such optionscollectively, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively the "Collateral"). The pledge provided in this Section 2.1 is herein referred to as the “"Pledge" and the Preferred Stock, the Treasury Securities and the Portfolio Interests subject to the Pledge, excluding any Preferred Stock that are delivered pursuant to Section 6.4 hereof and Treasury Securities or Portfolio Interests released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively are hereinafter referred to as the "Pledged Preferred Stock," "Pledged Treasury Securities" and the "Pledged Portfolio Interests”); ," respectively. Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Preferred Stock comprising a part of the Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Preferred Stock shall be Transferred by physically delivering such Preferred Stock to the Collateral Agent endorsed in blank or together with such powers undated and duly endorsed in blank as the Collateral Agent or the Company, which Transfer shall constitute delivery (iias defined in Section 8-301 of the Code) all certificatesof the Preferred Stock. The Collateral Agent shall deliver such Preferred Stock to the Securities Intermediary and the Securities Intermediary will credit the Collateral Account with such Preferred Stock such that any Security Entitlement with respect to such Preferred Stock is credited to such Collateral Account. In the event a Holder of Income PRIDES so elects, instrumentssuch Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company (as provided in Section 4.1 hereof) in exchange for the release by the Collateral Agent on behalf of the Company to the Forward Purchase Contract Agent of Preferred Stock or Portfolio Interests, as the case may be, with a Liquidation Preference equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of the Preferred Stock, or other writings representing with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, equal to the aggregate principal amount of the Treasury Securities so Transferred. In the event a Holder of Growth PRIDES so elects, such Holder may Transfer Preferred Stock or evidencing Portfolio Interests to the Pledged Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company (as provided in Section 4.2 hereof) to the Forward Purchase Contract Agent of Treasury Securities with an aggregate principal amount at maturity equal to, as the case may be, the aggregate Liquidation Preference of the Preferred Stock or the aggregate principal amount at maturity of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, so Transferred to the Forward Purchase Contract Agent on behalf of such Holder. Such Treasury Securities and Portfolio Interests, and all accountsas applicable, payment intangibles and general intangibles arising out of, or shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in connection with, accordance with the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action TRADES Regulations and other property applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or such Portfolio Interests has been credited to the Collateral Account. For purposes of any type or nature which perfecting the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor Pledge under the Charter Documents and/or applicable law, including, without limitationto the extent applicable, all voting the TRADES Regulations or the Uniform Commercial Code as adopted and consent rights in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of Pledgor arising thereunder the Company as provided herein. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Preferred Stock or otherwise, any other Securities held in each case, physical form in its name for the benefit of the Company. Except as may be required in order to release Preferred Stock in connection with Pledgor’s ownership a Holder's election to convert its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise required to release Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any security certificate evidencing a Preferred Stock prior to the termination of this Agreement except Preferred Stock may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a security certificate in order to release a portion of the Pledged InterestsPreferred Stock evidenced thereby from the Pledge, including general intangibles relating thereto in the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement security certificate evidencing any manner or any respect; and (vi) Preferred Stock remaining subject to the extent not otherwise included Pledge hereunder registered to it or endorsed in clauses (i) through (v), (A) all proceeds blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and products the Collateral Agent of the Securities Intermediary's failure to obtain possession of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsreplacement certificate as required hereby.

The Pledge. As (a) The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations under the Secured Obligationsrelated Forward Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all of Pledgor’s the right, title, interest, claim title and estate in and to each and all interest of the following property, whether now owned by Pledgor or hereafter acquired Forward Purchase Contract Agent and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):such Holders in: (i) all membership interests of(A) the Notes, or other equity interests Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Pledged EntitiesTreasury Portfolio constituting a part of the Equity Units or Stripped Units, (B) any Treasury Securities delivered in exchange for any Notes in accordance with Section 4.1 hereof, and all options(C) any Notes delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, warrants in each case that have been Transferred to or otherwise received by the Collateral Agent and other rights and privileges not released by the Collateral Agent to such Holders under the provisions of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)this Agreement; (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, Collateral Account and all accountssecurities, payment intangibles financial assets, security entitlements, cash and general intangibles arising out of, or in connection with, the Pledged Interests;other property credited thereto and all Security Entitlements related thereto; and (iii) any all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). (b) Prior to or concurrently with the execution and all moneysdelivery of this Agreement, payment intangibles the Forward Purchase Contract Agent, on behalf of the initial Holders of the Equity Units, shall cause the Notes comprising a part of the Equity Units to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (or property due and the Notes that are delivered pursuant to become due to Pledgor now Section 4.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the future Treasury Portfolio subject to the Pledge, excluding any Notes or Treasury Securities released from the Pledge as provided in respect Sections 4.1, 4.2 and 4.3 hereof, respectively, are herein referred to as "Pledged Notes," "Pledged Treasury Consideration," "Pledged Treasury Securities" or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively. Subject to the Pledge and Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Pledged Interests, or to which Pledgor may now or in Collateral. For purposes of perfecting the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor Pledge under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in clauses (i) through (v)effect in any applicable jurisdiction, (A) all proceeds and products of any and all the Collateral Agent shall be the agent of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the foregoingCompany, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) Securities Intermediary shall have the right to further transfer, including to pledge, mortgage, license, assign or sell, any of reregister in its name the Collateral Notes or any interest therein, and (B) to the extent related to any property described other securities held in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsphysical form.

The Pledge. As (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations under the Secured Obligationsrelated Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all of Pledgor’s the right, title, interest, claim title and estate in and to each and all interest of the following property, whether now owned by Pledgor or hereafter acquired Purchase Contract Agent and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”): such Holders (i) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization Senior Notes constituting a part of the Pledged Entities Corporate Units, any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article 4 hereof, in each case that have been Transferred to or otherwise), all investment property received by the Collateral Agent and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating not released by the Collateral Agent to such Holders under the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); provisions of this Agreement; (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; payments made by Holders pursuant to Section 4.4; (iii) any in the Collateral Account and all moneyssecurities, payment intangibles or financial assets, Cash and other property due credited thereto and to become due to Pledgor now or all Security Entitlements related thereto; (iv) in the future in respect Treasury Portfolio purchased on behalf of the Pledged Interests, or to which Pledgor may now or in Holders of Corporate Units by the future be entitled to in its capacity as a member or stockholder of Collateral Agent upon the Pledged Entities, whether by way occurrence of a dividendSuccessful Initial Remarketing, distribution, return of capitalSuccessful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights Proceeds of Pledgor the foregoing, including without limitation all Proceeds received under Section 4.6 (all of the Charter Documents and/or foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Senior Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account. (b) For purposes of perfecting the Pledge under applicable law, including, without limitationto the extent applicable, all voting the TRADES Regulations or the Uniform Commercial Code as adopted and consent rights in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of Pledgor arising thereunder the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or otherwiseTreasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in each casethe Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any other securities held in physical form in its name. Except as may be required in order to release Senior Notes in connection with Pledgor’s ownership a Tax Event Redemption or with a Holder's election to convert its investment from a Corporate Unit to a Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Senior Note prior to the Pledged Intereststermination of this Agreement, including general intangibles relating thereto except Senior Notes may be held in any manner or any respect; and (vi) to the extent not otherwise included clearing corporation in clauses (i) through (v), (A) all proceeds and products an account including only assets of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any interest therein, and (B) Senior Notes remaining subject to the extent related Pledge hereunder registered to any property described it or indorsed in said clauses blank (or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor accompanied by a stock or the business of Pledgor or to any or all bond power indorsed in blank) within fifteen days of the Collateral, all equipment, receptacles, containers date it relinquished possession. The Securities Intermediary shall promptly notify the Company and cabinets for the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such books and recordsreplacement certificate as required hereby.

The Pledge. As collateral security The Holders from time to time of the Units acting through the Unit Agent, as their attorney-in-fact, hereby pledge to the Collateral Agent (for the prompt payment and performance benefit of the Secured ObligationsCompany and the Call Option Holder as their interests may appear), Pledgor hereby pledges and grants grant to Lender the Collateral Agent, the Company and the Call Option Holder (as their interests may appear) a security interest in all of Pledgor’s the right, title, interest, claim title and estate interest of such Holders in and to each the Pledged Securities underlying such Units (and proceeds therefrom), as collateral security to ensure the performance when due by such Holders of their respective obligations under the Purchase Contracts and Call Options underlying such Units. Concurrently with the execution of this Agreement, the initial Holders of the [first] ____________ Normal Units issued under the Master Unit Agreement, the Unit Agent and the Collateral Agent are causing ________ Trust Preferred Securities to be delivered to, and registered in the name of, the Collateral Agent, and such Trust Preferred Securities will thereupon constitute Pledged Securities forming a part of such Normal Units. As used in this Section 2, the term "delivery" shall have the meaning ascribed to it in the Uniform Commercial Code of the State of New York. [In the event that any or all of the following propertyadditional __________ Normal Units that may be issued as a result of an exercise of the overallotment option of the underwriters under the Underwriting Agreement are issued pursuant to the Master Unit Agreement at or after the execution of this Agreement, whether now owned by Pledgor or hereafter acquired the initial Holders of such Normal Units, the Unit Agent and whether now existing or hereafter coming into existence (all being collectively referred the Collateral Agent shall cause a number of Trust Preferred Securities equal to herein as “Collateral”): (i) all membership interests the number of such Normal Units to be delivered to, and registered in the name of, the Collateral Agent, and such Trust Preferred Securities will thereupon constitute Pledged Securities forming a part of such Normal Units.] In addition, the execution hereof by the Unit Agent and the Collateral Agent shall constitute an acknowledgment by the Collateral Agent (as securities intermediary or otherwise) of the Pledge and of its holding of such Trust Preferred Securities or other equity interests Pledged Securities substituted therefor in accordance with the Pledged Entities, provisions hereof subject to the Pledge and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of its crediting such membership interests Trust Preferred Securities or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization Pledged Securities to a separate account for purposes of perfecting the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor Pledge under the Charter Documents and/or applicable law, including, without limitationto the extent applicable, all voting the Uniform Commercial Code as adopted and consent rights in effect in any applicable jurisdiction and the Applicable Treasury Regulations. Subject to the Pledge, the Holders from time to time of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s the Units shall have full beneficial ownership of the Pledged InterestsSecurities underlying such Units, including general intangibles relating thereto in any manner and shall be entitled (directly or any respect; and (vithrough the Collateral Agent) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) aboverights provided by such Pledged Securities, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues the Company and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise Call Option Holder shall have no rights with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any to such Pledged Securities other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest than their respective security interests therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor the Obligor hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders, a security interest in all of Pledgor’s the Obligor's right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor the Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “"Pledged Collateral”"): (ia) all the shares in the Westside Entities, ▇▇▇▇▇ City, Mission del Cielo and the membership interests of, in MGE identified in Annex 1 or other equity ownership interests of whatever class or character in the Pledged Entitiesthese companies, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired owned by Pledgor the Obligor, in respect of such membership interests or other equity interests each case together with the certificates (whether in connection with any capital increaseif any) evidencing the same (collectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “"Pledged Interests”"); (iib) all certificatesmembership interests, instrumentsstock, securities, moneys or other writings property representing or evidencing a dividend on any of the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles representing a distribution or property due and to become due to Pledgor now return of capital upon or in the future in respect of the Pledged Interests, or to which Pledgor may now resulting from a split-up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder any change of the Pledged EntitiesInterests or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capitalrights or options issued to the holders of, or otherwiseotherwise in respect of, the Pledged Interests; (ivc) in the event of any consolidation or merger involving the Collateral Parties or the Obligor in which a Collateral Party or the Obligor, respectively, is not the surviving entity, all ownership interests of any class or character of the successor entity formed by or resulting from such consolidation or merger (the Pledged Interests together with all other certificates of membership interests, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c)being herein collectively referred to as the "Stock Collateral"); (d) the Collateral Accounts and all amounts, Permitted Investments and other property (including securities, financial assets, investment property, security entitlements and instruments, as applicable) at any time deposited in or credited thereto and all security entitlements with respect thereto, including without limitation the Big Four Revenue; and (e) all other claims, proceeds of and to any of the property of the Obligor described in the preceding clauses of this Section 3(including all causes of action, choses of action claims and other property of any type or nature which the Pledgor warranties now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by the Obligor in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, files, invoices, papers invoices and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsother papers.

The Pledge. As (a) The Obligor hereby (x) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral Trustee, for the ratable benefit of the Priority Lien Secured Parties a lien on and a first priority security interest in all of the personal property of the Obligor, including the following property, in each case, wherever located and now owned or hereafter acquired by the Obligor or in which the Obligor now has or at any time in the future may acquire any right, title or interest (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured ObligationsPriority Lien Obligations and (y) assigns and transfers to the Collateral Trustee, Pledgor and hereby pledges and grants to Lender the Collateral Trustee, for the ratable benefit of the Parity Lien Secured Parties a lien on and a second priority security interest in all of Pledgor’s rightthe Pledged Collateral, titleas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, interest, claim and estate in and to each and all by acceleration or otherwise) of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):Parity Lien Obligations: (i) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature promissory notes now existing held or hereafter acquired by Pledgor in respect of such membership interests or other equity interests the Obligor (whether in connection with any capital increase, recapitalization, reclassification or reorganization of including the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”Powerton/Joliet Lease Intercompany Notes); (ii) all certificates, instrumentsGovernmental Approvals now or hereafter held in the name, or other writings representing for the benefit, of the Obligor (provided that any Governmental Approval which by its terms or evidencing the Pledged Interestsby operation of law would become void, and all accountsvoidable, payment intangibles and general intangibles arising out ofterminable, or in connection withrevocable if mortgaged, pledged or assigned hereunder or if a security interest therein was granted hereunder is expressly excepted and excluded from the Pledged InterestsLien and terms of this Agreement to the extent necessary so as to avoid such voidness, avoidability, terminability or revocability); (iii) all agreements and contracts, in each case, between the Obligor and any other Person (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time), including the following agreements and contracts: (A) all Project Contracts; (B) the Interconnection Agreements; and (C) each and every bond, indemnity, warranty guaranty and other similar document relating to the performance by any party (other than the Obligor) of any of the foregoing; each such agreement, contract and document being, individually, an "Assigned Agreement", and, collectively, the "Assigned Agreements"), including: (I) all rights of the Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (II) all rights of the Obligor to receive proceeds of any insurance, bond, indemnity, warranty or guaranty with respect to the Assigned Agreements, (III) all claims of the Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (IV) all rights of the Obligor to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise to exercise all remedies thereunder; (iv) all deposit accounts and all moneyssecurities accounts (including the Collateral Account) and all amounts, Permitted Investments and other property (including securities, financial assets, investment property, security entitlements and instruments, as applicable) at any time deposited in or credited thereto and all security entitlements with respect thereto; (v) all proceeds of casualty insurance policies; (vi) all general intangibles (including payment intangibles or property and software) and accounts of the Obligor constituting any right to the payment of money, including all moneys due and to become due to Pledgor now or in the future Obligor 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 to become due to the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as Obligor under any guarantee (including a member or stockholder letter of credit) of the Pledged Entitiespurchase price of Inventory or Equipment sold by the Obligor and all tax refunds (such accounts, whether by way of a dividendgeneral intangibles and moneys due and to become due being herein, distributioncollectively, return of capital, or otherwisecalled "Accounts"); (ivvii) all instruments, chattel paper (whether tangible or electronic) or letters of credit (of which the Obligor is a beneficiary) of the Obligor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including promissory notes, drafts, bills of exchange and trade acceptances (herein, collectively, called "Instruments"); (viii) all inventory of the Obligor, including fuel, spare parts, all goods obtained by the Obligor in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto, spare parts and Motor Vehicles held by the Obligor for lease (including lease to Subsidiaries of the Obligor) (herein, collectively, called "Inventory"); (ix) all Intellectual Property and all other claimsaccounts, chattel paper, letter of credit rights, instruments or general intangibles of the Obligor not constituting Intellectual Property or Accounts; (x) all equipment of the Obligor, including all Motor Vehicles (herein, collectively, called "Equipment"); (xi) all contracts and other agreements of the Obligor relating to the sale or other disposition of Inventory or Equipment; (xii) all documents of title, bills of lading, warehouse receipts or other receipts of the Obligor, including documents covering, evidencing or representing Inventory or Equipment (herein, collectively, called "Documents"); (xiii) all rights, claims and benefits of the Obligor against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Obligor, including any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; (xiv) all investment property now held or hereafter acquired by the Obligor; (xv) all commercial tort claims of the Obligor listed on Schedule 5.03(d); (xvi) all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any person, or any obligations convertible into or exchangeable for, or giving any person a right, option or warrant to acquire, such equity interests or such convertible or exchangeable obligations (collectively, the "Stock Collateral"); (xvii) the Midwest Trading Revolver and all related promissory notes issued pursuant to the Midwest Trading Revolver; and (xviii) all proceeds, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Obligor described in the preceding clauses of this Section 3 (including all causes of action, choses of action claims and other property of any type or nature which the Pledgor warranties now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by the Obligor in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers, invoicesincluding all tapes, cards, computer runs and other papers and correspondence relating theretodocuments in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor. Notwithstanding any of the other provisions set forth in this Section 3 or any other Security Document to the contrary, includingthis Agreement shall not, without limitationat any time, books constitute a grant of account a security interest in any property of the Obligor that is, at such time, an Excluded Asset. The Obligor and ledgers the Collateral Trustee hereby acknowledge and agree that the security interest created hereby in the Pledged Collateral is not, in and of every kind and natureitself, computer programsto be construed as a grant of a fee interest (as opposed to security interest) in any Copyright, computer tapes, computer softwarePatent or Trademark. This Agreement, and the security interests and Liens granted and created herein, secures the payment and the performance of all electronically recorded data Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Indebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Pledgor the Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amounts that constitute part of the business Secured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or not allowed due to a pending Insolvency Proceeding. Without limiting the generality of Pledgor the foregoing, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (B) this Agreement creates two separate and distinct Liens: the first priority Lien securing the payment and performance of the Priority Lien Obligations and the second priority Lien securing the payment and performance of the Parity Lien Obligations, in each case, as may be more particularly set forth in the Collateral Trust Agreement. The Collateral Trustee acknowledges that for purposes of perfecting the security interests hereunder, all property in the possession or control of the Collateral Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and as trustee for the benefit of the Parity Lien Secured Parties, subject to the terms of the Collateral Trust Agreement. (b) Notwithstanding anything herein to the contrary (i) the Obligor shall remain liable for all obligations under and in respect of the Pledged Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Trustee or any or other Secured Party, (ii) the Obligor shall remain liable under each of the agreements included in the Pledged Collateral, including the Assigned Agreements, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Trustee nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Collateral Trustee or any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Pledged Collateral, all equipmentincluding any agreements relating to the Assigned Agreements, receptaclesand (iii) the exercise by the Collateral Trustee of any of its rights hereunder shall not release the Obligor from any of its duties or obligations under the contracts and agreements included in the Pledged Collateral, containers and cabinets for such books and recordsincluding any agreements relating to the Assigned Agreements.

The Pledge. As continuing collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby irrevocably grants, pledges and grants to Lender assigns, a continuing first priority Lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Administrative Agent as collateral security, all of Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence arising and wherever located (all being collectively referred to herein as “Collateral”): (ia) its 100% membership interest in Borrower and its successors, including all membership interests of, or other equity limited liability company interests in Borrower, together with the Pledged Entitiescertificates (in a form attached hereto as Exhibit A and made a part hereof) evidencing the same (collectively, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (iib) all certificatesownership interests, instrumentsmembership interests, or other writings representing or evidencing the Pledged Interestsshares, and all accountssecurities, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles instruments or property due and to become due to Pledgor now representing a dividend, a distribution or in the future return of capital upon or in respect of the Pledged Interests, or otherwise received in exchange therefor, and any warrants, rights or options issued to which Pledgor may now the holders of, or otherwise in the future be entitled to in its capacity as a member or stockholder of respect of, the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseInterests; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (vc) all rights of Pledgor under the Charter Relevant Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of any other agreement or instrument relating to the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits rights of Pledgor to receive moneys or from any of distributions with respect to the foregoingPledged Interests due or to become due under or pursuant to the Relevant Documents, (ii) whatever is now all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise guaranty with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal propertyto the Pledged Interests, (iii) any such items that are now all claims of Pledgor for damages arising out of or hereafter acquired by Pledgor with any proceeds for breach of or products of Collateraldefault under a Relevant Document, (iv) any amounts now or hereafter payable under any insurance policy by reason and all of any loss or damage Pledgor’s voting rights, authority and power including without limitation all right and power to any Collateral or any proceeds or products thereofmanage and control the affairs of Borrower, in each instance, arising from the ownership of the Pledged Interests, and (v) the any right of Pledgor to further transfer, including perform thereunder and to pledge, mortgage, license, assign or sell, compel performance and otherwise exercise all rights and remedies thereunder; and (d) all proceeds of and to any of the Collateral or any interest thereinproperty of Pledgor described in clauses (a) through (c) above and, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers. The shares of membership interests, invoicescertificates, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating instruments or other documents evidencing or representing the foregoing shall be collectively referred to Pledgor or herein as the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records“Pledged Securities.”

The Pledge. As collateral security The Holders from time to time acting through ----------------------- the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the prompt payment and performance benefit of the Secured ObligationsCompany, Pledgor hereby pledges and grants to Lender as collateral for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of Pledgor’s the right, title, interest, claim title and estate in and to each and all interest of the following property, whether now owned by Pledgor or hereafter acquired Purchase Contract Agent and whether now existing or hereafter coming into existence such Holders (all being collectively referred to herein as “Collateral”): a) in (i) all membership interests ofthe Trust Preferred Securities, Treasury Consideration and Treasury Securities constituting a part of the Units, (ii) any Treasury Securities delivered in exchange for any Trust Preferred Securities or other equity interests Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Trust Preferred Securities or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case, that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (b) in the Pledged Entities, Collateral Account and all optionssecurities, warrants financial assets, security entitlements, cash and other rights property credited thereto and privileges all Security Entitlements related thereto; (c) in any Notes delivered to the Collateral Agent upon the occurrence of any type a winding up, liquidation or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization termination of the Pledged Entities or otherwise), Trust as provided in Section 6.2; and (d) all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently ---------- with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Trust Preferred Securities comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Trust Preferred Securities shall be Transferred by physically delivering the global certificate representing such membership interests securities to the Securities Intermediary indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such securities and sending the Collateral Agent a confirmation of the deposit of such securities. Treasury Securities and Treasury Consideration, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other equity interestsapplicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Consideration, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred has been credited to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing Collateral Account. For purposes of perfecting the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor pledge under the Charter Documents and/or applicable law, including, without limitationto the extent applicable, all voting the TRADES Regulations or the Uniform Commercial Code as adopted and consent rights in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of Pledgor arising thereunder the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Trust Preferred Securities (or otherwisethe Notes that are delivered ------ pursuant to Section 6.2), Treasury Consideration or Treasury Securities subject to the Pledge, excluding any Trust Preferred Securities (or the Notes that are delivered pursuant to Section 6.2), Treasury Consideration or Treasury Securities released from the Pledge as provided in each caseSections 4.1 and 4.2, respectively, are hereinafter referred to as "Pledged Trust Preferred ----------------------- Securities," "Pledged Treasury Consideration" or the "Pledged Treasury ---------- ------------------------------ ---------------- Securities," respectively. Subject to the Pledge and the provisions of Section ---------- 2.2, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Trust Preferred Securities or any other Securities held in physical form in its name. Except as may be required in order to release Trust Preferred Securities or Treasury Consideration, as applicable, in connection with Pledgor’s ownership a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Trust Preferred Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Trust Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Pledged InterestsTrust Preferred Securities evidenced thereby from the Pledge, including general intangibles relating thereto in the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any manner or any respect; and (vi) Trust Preferred Securities remaining subject to the extent not otherwise included Pledge hereunder registered to it or endorsed in clauses (i) through (v), (A) all proceeds blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and products the Collateral Agent of the Securities Intermediary's failure to obtain possession of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsreplacement certificate as required hereby.

The Pledge. As (a) The Obligor hereby (x) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral Trustee, for the ratable benefit of the Priority Lien Secured Parties a lien on and a first priority security interest in the following property of the Obligor (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured ObligationsPriority Lien Obligations and (y) assigns and transfers to the Collateral Trustee, Pledgor and hereby pledges and grants to Lender the Collateral Trustee, for the ratable benefit of the Parity Lien Secured Parties a lien on and a second priority security interest in all of Pledgor’s rightthe Pledged Collateral, titleas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, interest, claim and estate in and to each and all by acceleration or otherwise) of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):Parity Lien Obligations: (i) all the membership interests of, in Midwest identified in Annex 1 hereto or other equity ownership interests in the Pledged Entitiesof whatever class or character of Midwest, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired owned by Pledgor the Obligor, in respect of such membership interests or other equity interests each case together with the certificates (whether in connection with any capital increaseif any) evidencing the same (collectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “"Pledged Interests”"); (ii) all certificatesmembership interests, instrumentsstock, securities, moneys or other writings property representing or evidencing a dividend on any of the Pledged Interests, or representing a distribution or return of capital upon or in respect of the Pledged Interests, or resulting from a split-up, revision, reclassification or any change of the Pledged Interests or otherwise received in exchange therefor, and all accountsany subscription warrants, payment intangibles and general intangibles arising out rights or options issued to the holders of, or otherwise in connection withrespect of, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future event of any consolidation or merger involving Midwest or the Obligor in respect which Midwest or the Obligor, respectively, is not the surviving entity, all ownership interests of any class or character of the Pledged Interests, successor entity formed by or to which Pledgor may now resulting from such consolidation or in the future be entitled to in its capacity as a member or stockholder of merger (the Pledged EntitiesInterests together with all other certificates of membership interests, whether by way of a dividendshares, distributionsecurities, return of capital, properties or otherwise;moneys as may from time to time be pledged hereunder pursuant to clause (i) or (ii) above and this clause (iii) being herein collectively referred to as the "Stock Collateral"); and (iv) all other claimsproceeds, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Obligor described in the preceding clauses of this Section 3 (including all causes of action, choses of action claims and other property of any type or nature which the Pledgor warranties now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by the Obligor in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers, invoicesincluding all tapes, cards, computer runs and other papers and correspondence relating thereto, including, without limitation, books documents in the possession or under the control of account and ledgers of every kind and nature, the Obligor or any computer programs, computer tapes, computer softwarebureau or service company from time to time acting for the Obligor. This Agreement, and the security interests and Liens granted and created herein, secures the payment and the performance of all electronically recorded data Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Indebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Pledgor the Obligor, whether or the business of Pledgor not a claim for post-filing or to any post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amounts that constitute part of the CollateralSecured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or not allowed due to a pending Insolvency Proceeding. Without limiting the generality of the foregoing, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (B) this Agreement creates two separate and distinct Liens: the first priority Lien securing the payment and performance of the Priority Lien Obligations and the second priority Lien securing the payment and performance of the Parity Lien Obligations, in each case, as may be more particularly set forth in the Collateral Trust Agreement. For purposes of perfecting the security interests hereunder, all equipmentproperty in the possession or control of the Collateral Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and as trustee for the benefit of the Parity Lien Secured Parties, receptaclessubject to the terms of the Collateral Trust Agreement. (b) Notwithstanding anything herein to the contrary, containers the Obligor shall remain liable for all obligations under and cabinets for such books in respect of the Pledged Collateral and recordsnothing contained herein is intended or shall be a delegation of duties to the Collateral Trustee or any other Secured Party.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby pledges and grants to Lender the Agent, for the benefit of the Banks as hereinafter provided, a security interest in all of such Pledgor’s 's right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”"COLLATERAL"): (ia) all membership interests of, or other equity interests the shares of [common/preferred] stock of the Issuers represented by the certificates identified in Annex 1 hereto under the Pledged Entities, name of such Pledgor and all optionsother shares of capital stock of whatever class of the Issuers, warrants and other rights and privileges of any type or nature now existing or hereafter acquired owned by Pledgor such Pledgor, in respect of such membership interests or other equity interests each case together with the certificates evidencing the same (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”"PLEDGED STOCK"); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or to which Pledgor may now resulting from a split-up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder other like change of the Pledged EntitiesStock or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capitalrights or options issued to the holders of, or otherwiseotherwise in respect of, the Pledged Stock; (ivc) all other claimswithout affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Second Amended and Restated Credit Agreement, causes of action, choses of action and other property in the event of any type consolidation or nature merger in which an Issuer AMENDED AND RESTATED PLEDGE AGREEMENT is not the Pledgor now has or may in the future acquire in its capacity as a member or stockholder surviving corporation, all shares of each class of the Pledged Entities against capital stock of the Pledged Entities and its property, including general intangibles relating thereto in any manner successor corporation (unless such successor corporation is such Pledgor itself) formed by or any respectresulting from such consolidation or merger; (vd) the balance from time to time in the Collateral Account; and (e) all rights proceeds of and to any of the property of such Pledgor under described in the Charter Documents and/or applicable law, preceding clauses of this Section 3 (including, without limitation, all voting causes of action, claims and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by any Pledgor in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, files, invoices, papers invoices and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsother papers.

The Pledge. As continuing collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby irrevocably grants, pledges and grants assigns, subject to the terms of this Agreement and the other Loan Documents, a continuing first priority lien on and security interest in, and, as a part of such grant, pledge and assignment, hereby assigns to Lender a security interest in as collateral security, all of Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”): (ia) all its 100% membership interests ofin Holdings, or other equity interests together with the certificates (in a form attached hereto as Exhibit A-1 and made a part hereof) evidencing the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests same (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Holdings Pledged Interests”); (iib) its 100% membership interests in Owner, together with the certificates (in a form attached hereto as Exhibit A-2 and made a part hereof) evidencing the same (the “Owner Pledged Interests” and, collectively with the Holdings Pledged Interest, the “Pledged Interests”) (c) all certificatesownership interests, instrumentsmembership interests, or other writings representing or evidencing the Pledged Interestsshares, and all accountssecurities, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles instruments or property due and to become due to Pledgor now representing a dividend, a distribution or in the future return of capital upon or in respect of the Pledged Interests, or otherwise received in exchange therefor, and any warrants, rights or options issued to which Pledgor may now the holders of, or otherwise in the future be entitled to in its capacity as a member or stockholder of respect of, the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseInterests; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (vd) all rights of Pledgor under the Charter Relevant Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of any other agreement or instrument relating to the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues rights of Pledgor to receive moneys or distributions with respect to the Pledged Interests due and profits of to become due under or from any of pursuant to the foregoingRelevant Documents, (ii) whatever is now all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise guaranty with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal propertyto the Pledged Interests, (iii) any such items that are now all claims of Pledgor for damages arising out of or hereafter acquired by Pledgor with any proceeds for breach of or products of Collateraldefault under a Relevant Document, and (iv) any amounts now or hereafter payable under any insurance policy by reason right of any loss or damage Pledgor to any Collateral or any perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (e) all proceeds or products thereof, of and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest thereinproperty of Pledgor described in clauses (a) through (c) above and, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers. The shares of membership interests, invoicespartnership interests, papers and correspondence relating theretocertificates, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating instruments or other documents evidencing or representing the foregoing shall be collectively referred to Pledgor or herein as the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records“Pledged Securities.”

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of such Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”): ): the shares of Capital Stock of the Issuers identified in Annex 1 hereto under the name of such Pledgor and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgor (i) all membership interests ofprovided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other equity interests evidence of stock ownership as is customary in the Pledged Entities, and all options, warrants and other rights and privileges jurisdiction of any type or nature now existing or hereafter acquired by Pledgor in respect organization of such membership interests Issuer (collectively, the “Pledged Stock”); all shares, securities, moneys or other equity interests (whether in connection with property representing a dividend on any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption paymentsStock, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, representing a distribution or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, return of capital upon or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to which the holders of, or otherwise in respect of, the Pledged Stock; without affecting the obligations of such Pledgor may now under any provision prohibiting such action hereunder or under the Credit Agreement, in the future event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be entitled required to in its capacity be pledged hereunder); the Pledged LLC Interests and all right, title and interest of the relevant Pledgor in, to and under any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or stockholder management of the Pledged Entitiesrelevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), whether and all present and future rights of such Pledgor to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by way such Pledgor; and intercompany obligations of a dividend, distribution, return foreign Subsidiaries owing to such Pledgor; the balance from time to time in the Collateral Account; all promissory notes and all Intercompany Notes; and all proceeds of capital, or otherwise; (iv) all other claims, causes and to any of action, choses of action and other the property of any type or nature which the such Pledgor now has or may described in the future acquire in its capacity as a member or stockholder preceding clauses of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; this Section 3 (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting causes of action, claims and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by any Pledgor in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers; provided, invoiceshowever, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or that in no event shall the business of Pledgor or to any or all Collateral include more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America. Cash Proceeds of Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As continuing collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby irrevocably grants, pledges and grants to Lender assigns, a continuing Second Priority Lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Administrative Agent as collateral security, all of Pledgor’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence arising and wherever located (all being collectively referred to herein as “Collateral”): (ia) its 100% membership interest in Borrower and its successors, including all membership interests of, or other equity limited liability company interests in Borrower, together with the Pledged Entitiescertificates (in a form attached hereto as Exhibit A and made a part hereof) evidencing the same (collectively, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (iib) all certificatesownership interests, instrumentsmembership interests, or other writings representing or evidencing the Pledged Interestsshares, and all accountssecurities, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles instruments or property due and to become due to Pledgor now representing a dividend, a distribution or in the future return of capital upon or in respect of the Pledged Interests, or otherwise received in exchange therefor, and any warrants, rights or options issued to which Pledgor may now the holders of, or otherwise in the future be entitled to in its capacity as a member or stockholder of respect of, the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseInterests; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (vc) all rights of Pledgor under the Charter Relevant Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of any other agreement or instrument relating to the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits rights of Pledgor to receive moneys or from any of distributions with respect to the foregoingPledged Interests due or to become due under or pursuant to the Relevant Documents, (ii) whatever is now all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise guaranty with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal propertyto the Pledged Interests, (iii) any such items that are now all claims of Pledgor for damages arising out of or hereafter acquired by Pledgor with any proceeds for breach of or products of Collateraldefault under a Relevant Document, (iv) any amounts now or hereafter payable under any insurance policy by reason and all of any loss or damage Pledgor’s voting rights, authority and power including without limitation all right and power to any Collateral or any proceeds or products thereofmanage and control the affairs of Borrower, in each instance, arising from the ownership of the Pledged Interests, and (v) the any right of Pledgor to further transfer, including perform thereunder and to pledge, mortgage, license, assign or sell, compel performance and otherwise exercise all rights and remedies thereunder; and (d) all proceeds of and to any of the Collateral or any interest thereinproperty of Pledgor described in clauses (a) through (c) above and, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers. The shares of membership interests, invoicescertificates, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating instruments or other documents evidencing or representing the foregoing shall be collectively referred to Pledgor or herein as the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records“Pledged Securities.”

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor the Parent hereby pledges and grants to Lender the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of Pledgorthe Parent’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor the Parent or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Parent) (all being collectively referred to herein as “Collateral”): (ia) the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all membership interests ofother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Parent (provided, that, without limiting the obligation of the Parent to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other equity interests evidence of stock ownership as is customary in the Pledged Entities, and all options, warrants and other rights and privileges jurisdiction of any type or nature now existing or hereafter acquired by Pledgor in respect organization of such membership interests or other equity interests Issuer (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged InterestsStock”); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or to which Pledgor may now resulting from a split-up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder other like change of the Pledged EntitiesStock or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capital, rights or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) options issued to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) holders of, or otherwise with in respect toof, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.Pledged Stock;

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor each Canadian Borrower hereby pledges and grants to Lender the Canadian Administrative Agent, for the benefit of the Canadian Lenders as hereinafter provided, a security interest in all of Pledgorsuch Canadian Borrower’s right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor such Canadian Borrower or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of such Canadian Borrower) (all being collectively referred to herein as “Collateral”): (ia) all membership interests of, or other equity interests the shares of Capital Stock of the Issuers represented by the certificates identified in the Pledged Entities, Annex 1 hereto and all optionsother shares of Capital Stock of whatever class of the Issuers, warrants and other rights and privileges now or hereafter owned by such Canadian Borrower (provided, that, without limiting the obligations of the Pledgors to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any type or nature now existing or hereafter acquired by Pledgor in respect Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwiseIssuer shall be required to be pledged hereunder), all investment property and all rightsin each case together with the certificates representing the same (collectively, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged InterestsStock”); (iib) all certificatesshares, instrumentssecurities, moneys or property representing a dividend on any of the Pledged Stock, or other writings representing a distribution or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, return of capital upon or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or to which Pledgor may now resulting from a split-up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder other like change of the Pledged EntitiesStock or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capitalrights or options issued to the holders of, or otherwiseotherwise in respect of, the Pledged Stock; (ivc) all other claimswithout affecting the obligations of such Canadian Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, causes of action, choses of action and other property in the event of any type consolidation or nature merger in which an Issuer is not the Pledgor now has or may in the future acquire in its capacity as a member or stockholder surviving corporation, all shares of each class of the Pledged Entities against Capital Stock of the Pledged Entities and its propertysuccessor corporation (unless such successor corporation is such Canadian Borrower itself) formed by or resulting from such consolidation or merger (provided, including general intangibles relating thereto in that, without limiting the obligations of the Pledgors to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any manner or Issuer organized under the laws of any respectjurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Issuer shall be required to be pledged hereunder); (vd) the Collateral Account and the balance and all items from time to time in the Collateral Account; (e) intercompany obligations of foreign Subsidiaries owing to such Canadian Borrower; (f) all rights promissory notes and all Intercompany Notes; and (g) all proceeds of Pledgor under and to any of the Charter Documents and/or applicable law, property of such Canadian Borrower described in the preceding clauses of this Section 3 (including, without limitation, all voting causes of action, claims and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether warranties now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits held by any Canadian Borrower in respect of or from any of the foregoingitems listed above) and, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, filesinvoices and other papers. provided, invoiceshowever, papers and correspondence relating theretothat with respect to Voting Stock, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or in no event shall the business of Pledgor or to any or all Collateral include more than 66% of the Collateraltotal combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, all equipmenton a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, receptaclesmore than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, containers and cabinets for such books and recordsthe Pledgors shall be required to pledge non-Voting Stock of the Issuers.

The Pledge. As collateral security for the prompt payment and performance (a) The Holders from time to time as beneficial owners of the Secured ObligationsCollateral (as defined below) acting through the Purchase Contract Agent, Pledgor as their attorney-in-fact, and the Purchase Contract Agent, as nominal owner of the Collateral, each hereby pledges and grants to Lender the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due (whether at stated settlement date or earlier settlement date) by such Holders of their respective obligations under the Purchase Contracts, a security interest in all of Pledgor’s rightand to, titleand a first lien upon, interest, claim and estate in and to each and all of the following propertyright, whether now owned title and interest of the Purchase Contract Agent and such Holders (a) in the Notes constituting a part of the Securities, any Treasury Securities delivered in exchange for any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), and any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by Pledgor the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (b) in payments made by Holders pursuant to Section 4.4 hereof; (c) in the Collateral Account and all securities, Financial Assets, Cash and other property credited thereto and all Security Entitlements related thereto; (d) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or hereafter acquired a Tax Event Redemption as provided in Article VI, or otherwise, and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”): (ie) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges Proceeds of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all of the foregoing, collectively, the "Collateral"). Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company as secured party. Such Notes shall be Transferred by physically delivering such membership interests Notes to the Securities Intermediary indorsed in blank (or accompanied by a bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that the Notes or the Security Entitlements with respect to such Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, upon notice from the Company to the Collateral Agent that a Successful Initial Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other equity interests, applicable law and all by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, Treasury Securities or liquidation payments and general intangibles and other rights being hereinafter collectively referred appropriate Applicable Ownership Interest of the Treasury Portfolio has been credited to as the “Pledged Interests”);Collateral Account. (iib) all certificates, instruments, or other writings representing or evidencing For purposes of perfecting the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor Pledge under the Charter Documents and/or applicable law, including, without limitationto the extent applicable, all voting the TRADES Regulations or the Uniform Commercial Code as adopted and consent rights in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of Pledgor arising thereunder the Company as provided herein. The pledge and grant of a security interest and first lien provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes or otherwiseTreasury Securities subject to the Pledge, excluding any Notes that are delivered pursuant to Section 6.2 hereof or Treasury Securities released from the Pledge as provided in each caseArticle IV hereof, are herein referred to as "Pledged Notes" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Notes or any other securities held in physical form in its name. Except as may be required in order to release Notes in connection with Pledgor’s ownership a Holder's election to convert its investment from Corporate Units to Treasury Units, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note prior to the Pledged Intereststermination of this Agreement, including general intangibles relating thereto except Notes may be held in any manner or any respect; and (vi) to the extent not otherwise included clearing corporation in clauses (i) through (v), (A) all proceeds and products an account including only assets of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Collateral Agent shall use commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any interest therein, and (B) Notes remaining subject to the extent related Pledge hereunder registered to any property described it or indorsed in said clauses blank (or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor accompanied by a stock or the business of Pledgor or to any or all bond power indorsed in blank) within fifteen days of the Collateral, all equipment, receptacles, containers and cabinets for date it relinquished possession. The Collateral Agent shall promptly notify the Company of the Collateral Agent's failure to obtain possession of any such books and recordsreplacement certificate as required hereby.

The Pledge. As The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations under the Secured Obligationsrelated Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all of Pledgor’s the right, title, interest, claim title and estate in and to each and all interest of the following property, whether now owned by Pledgor or hereafter acquired Purchase Contract Agent and whether now existing or hereafter coming into existence such Holders (all being collectively referred to herein as “Collateral”): a) in (i) all membership interests ofthe Capital Securities, Treasury Consideration and Treasury Securities constituting a part of the Securities, (ii) any Treasury Securities delivered in exchange for any Capital Securities or other equity interests Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Capital Securities or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (b) in the Pledged Entities, Collateral Account and all optionssecurities, warrants financial assets, security entitlements, cash and other rights property credited thereto and privileges all Security Entitlements related thereto; (c) in any Debentures delivered to the Collateral Agent upon the occurrence of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization a liquidation of the Pledged Entities or otherwise), Trust as provided in Section 6.2; and (d) all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to Proceeds of the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now collectively, the "Collateral"). Prior to or hereafter received by Pledgor upon concurrently with the collection or saleexecution and delivery of this Agreement, exchangethe Purchase Contract Agent, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any on behalf of the Collateral initial Holders of the Securities, shall cause the Capital Securities or any interest thereinTreasury Consideration, and (B) as applicable, comprising a part of the Normal Units to be Transferred to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or Collateral Agent for the business of Pledgor or to any or all benefit of the CollateralCompany. Such Capital Securities shall be Transferred by physically delivering such securities to the Securities Intermediary indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such securities and sending the Collateral Agent a confirmation of the deposit of such securities. Treasury Securities and Treasury Consideration, all equipmentas applicable, receptacles, containers shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and cabinets for such books other applicable law and records.by the notation by the Securities Intermediary on

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor whether now existing or hereafter from time to time arising, the Company hereby pledges and grants to Lender a security interest in all of Pledgor’s the Company's right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor the Company or hereafter acquired and whether now existing Pledge Agreement or hereafter coming into existence (all being collectively referred to herein as “"Collateral”):"), to the Administrative Agent for the benefit of the Secured Parties as hereinafter provided: (ia) the Capital Stock of the Issuer or Issuers represented by the certificate or certificates identified in Annex 1 and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company, in each case together with the certificate or certificates, if any, evidencing the same (collectively, the "Pledged Stock"). (b) all membership interests ofshares, securities, moneys or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of property representing a dividend on any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption paymentsStock, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, representing a distribution or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, return of capital upon or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged InterestsStock, or to which Pledgor may now resulting from a split-up, revision, reclassification or in the future be entitled to in its capacity as a member or stockholder other like change of the Pledged EntitiesStock or otherwise received in exchange therefor, whether by way of a dividendand any subscription warrants, distribution, return of capitalrights or options issued to the holders of, or otherwiseotherwise in respect of, the Pledged Stock; (ivc) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under any other Loan Document, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of Capital Stock of the successor corporation formed by or resulting from such consolidation or merger, but only if such successor corporation is a Foreign Subsidiary owned directly by the Company or any Domestic Subsidiary (the Pledged Stock, together with all other claimscertificates, causes of actionshares, choses of action securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and other property of any type or nature which this clause (c) being herein collectively called the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect"Stock Collateral"); and (vi) to the extent not otherwise included in clauses (i) through (v), (Ad) all proceeds Proceeds of and products of to any and all of the property of Pledgor the Company described in the foregoing clauses (ia), (b) through and (vc) aboveof this Section 3; provided that, whether now owned and existing or hereafter acquired or arising, including, without limitationnotwithstanding anything herein to the contrary, (i) all rents, issues, royalties, distributions, revenues and profits the shares of or from voting Capital Stock of an Issuer that are pledged hereunder shall not at any time exceed 66% of the foregoing, issued and outstanding voting Capital Stock of such Issuer and (ii) whatever is now if shares of any non-voting Capital Stock of an Issuer are pledged or hereafter received by Pledgor upon required to be pledged hereunder and the collection Company notifies the Administrative Agent in writing that the creation or salecontinuation of such pledge, exchangeas the case may be, leasecould have adverse tax consequences for the Company, transfer or other disposition then (whether voluntary or involuntaryy) of, or otherwise with respect toto shares that have not yet been pledged hereunder, the Company shall have no obligation to pledge such shares hereunder and such shares shall not constitute Pledged Stock and (z) with respect to shares pledged hereunder prior to such notice from the Company, such shares shall be released from the pledge hereunder and shall no longer constitute Pledged Stock (and the Administrative Agent is hereby authorized, without further action by any item of Collateralother Secured Party, whether constituting accountsforthwith to release such pledge and cause to be assigned, general intangiblestransferred or delivered, equipmentagainst receipt but without any recourse, inventorywarranty or representation whatsoever, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, the certificate(s) for such shares and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) related stock power theretofore delivered to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsAdministrative Agent hereunder).

The Pledge. As collateral security 2.1 The Pledgors agree to pledge the Pledged Equity they hold for the prompt payment Primary Debts and performance other relevant obligations and liabilities of the Secured ObligationsDebtors under the Master Contracts, Pledgor hereby pledges and grants the Pledgee agrees to Lender a security accept such pledge. 2.2 The scope of pledge hereunder includes: (1) principal and interest in all of Pledgor’s rightthe Main Claims, title, penalty interest, claim and estate in and compound interest, penalty, damages to each and all be paid due to Default of the following propertyDebtors under the Master Contracts, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”): (i) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating costs payable to the foregoing (all such membership interests Creditor by the Debtors, costs incurred by the Creditor for realizing the claims and other equity security interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respectetc.; and (vi2) The costs incurred by the Creditor for realizing the claims and security interests refer to all costs incurred by the Creditor in exercising any right or interest under the Master Contracts, this Agreement and other guarantee contracts, including but not limited to the extent not otherwise included in clauses litigation costs (i) through (vor arbitration fee), (A) all proceeds attorney’s fee, appraisal fee, auction fee, travel expenses, and products other costs. 2.3 The period for satisfaction of any and all debts by the Debtors shall be subject to the provisions of the property Master Contracts. 2.4 The Pledgors shall, within 10 Business Days upon execution of Pledgor described this Agreement, assist the Pledgee in clauses (i) through (v) abovecompleting the registration and other relevant formalities for the pledge of the Pledged Equity with the administration for industry and commerce at the place of registration of the Target Company, whether now owned and existing ensure the Pledgee will be registered as the only pledgee of the Pledged Equity, and that the pledge of the Pledged Equity will be recorded on the register of members of the Target Company and the certificates of contribution of the Pledged Equity, and the Pledgors shall then deliver the certificates of contribution of the Pledged Equity to the Pledgee for custody. If, in addition to the pledge registration, there are other relevant formalities such as approval, filing, notarization required for the pledge of the Pledged Equity by the Pledgor, then the Pledgors shall, within 20 Business Days upon execution of this Agreement, complete relevant formalities or hereafter acquired obtain approval or arisingfiling documents issued by the relevant Governmental Authorities, includingand deliver such approval or filing documents to the Pledgee. All costs incurred by completing the pledge registration and other relevant formalities shall be borne by the Pledgors. 2.5 During pledge, the Pledgee is entitled to such fructus generated from the Pledged Equity as dividends and bonus, and such fructus shall be pledged together with the Pledged Equity. The fructus collected by the Pledgee shall be first used to pay any cost incurred from collection of the fructus. 2.6 The Pledgee may transfer the Primary Claims and the rights, titles and interests hereunder after giving a written notice to the Pledgors, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any consent of the foregoing, (ii) whatever is now Pledgors. The Pledgors shall assist the Pledgee or hereafter received by Pledgor upon the collection transferee in completing all approval or sale, exchange, lease, transfer registration formalities or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets formalities required for such books and recordstransfer.

The Pledge. (a) As collateral security for the prompt payment full and timely performance of the Secured Obligationsobligations and liabilities of the Ramco Principals contained in the Master Agreement and each Ramco Agreement including, Pledgor without limitation, the indemnification obligations set forth in Section 7.4 of the Master Agreement and Section 20 of each Ramco Agreement (the "SECURED OBLIGATIONS"), each Ramco Principal hereby pledges transfers, conveys, pledges, hypothecates and delivers to the Trust and its successors and assigns, and grants to Lender the Trust and its successors and assigns a security interest in all of Pledgor’s rightin, title, interest, claim and estate in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence property (all being collectively referred to herein as “Collateral”):the "PLEDGED COLLATERAL"): 278 (i) all membership interests of, or other equity interests the number of units of limited partnership interest in the Pledged Entities, Operating Partnership ("OP UNITS") issued under the Partnership Agreement and all options, warrants owned by each Ramco Principal on the date hereof as set forth on Exhibit A and other rights and privileges of each additional OP Unit issued or credited to any type Ramco Principal from time to time or nature now existing or hereafter otherwise acquired by Pledgor in respect of such membership interests or other equity interests any Ramco Principal from time to time (whether in connection with any capital increasecollectively, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”"RP PLEDGED OP UNITS"); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect number of shares of beneficial interest of the Pledged InterestsTrust, par value $.10 per share ("SHARES"), owned by each Ramco Principal on the date hereof as set forth on Exhibit B and each additional Share issued to, purchased or otherwise acquired by any Ramco Principal from time to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable lawtime, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or Shares acquired by any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products Ramco Principal as a result of any and all exchange of OP Units for Shares (collectively the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, "RP PLEDGED SHARES"); (iii) the limited partnership interests in the Ramco Contributing Parties owned by the Ramco Principals on the date hereof as set forth on Exhibit C and each additional partnership interest (whether general or limited) in the Ramco Contributing Parties issued or credited to any such items that are now Ramco Principal from time to time or hereafter otherwise acquired by Pledgor with any proceeds or products of CollateralRamco Principal from time to time (collectively, the "PLEDGED LP INTERESTS"); (iv) any amounts now the general and limited partnership interests in the general partners of the Ramco Contributing Parties that are partnerships (the "PARTNERSHIP GP ENTITIES") owned by the Ramco Principals on the date hereof as set forth on Exhibit D and each additional partnership interest (whether general or hereafter payable under any insurance policy by reason of any loss limited) in the Partnership GP Entities issued or damage credited to any Collateral Ramco Principal from time to time or otherwise acquired by any proceeds or products thereofRamco Principal from time to time (collectively, and the "PLEDGED PARTNERSHIP GP INTERESTS"); (v) the right Shares of stock (irrespective of class) in the general partners that are corporations (the "CORPORATE GP ENTITIES") owned by the Ramco Principals on the date hereof as set forth on Exhibit E and each additional Share of stock (irrespective of class) in the Corporate GP Entities issued to, purchased or otherwise acquired by any Ramco Principal from time to further transfertime (collectively, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records."PLEDGED CORPORATE GP STOCK");

The Pledge. (a) As collateral security for the prompt payment full and timely performance of Pledgor's obligations under the Supplemental Agreement (the "Secured Obligations"), Pledgor hereby pledges transfers, conveys, pledges, hypothecates and delivers to Pledgee and its successors and assigns, and grants to Lender Pledgee and its successors and assigns a security interest in all of Pledgor’s right, title, interest, claim and estate in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence property (all being collectively referred to herein as “the "Collateral”"): (i) all membership interests of, or other equity interests the units of limited partnership interest in the Pledged Entities, Operating Partnership (the "Units") and all options, warrants and other rights and privileges the shares of any type or nature now existing or hereafter acquired common stock of the Company (the "Common Stock") owned by Pledgor identified in respect of such membership interests or other equity interests (whether in connection EXHIBIT A --------- hereto along with any capital increaseshares of Common Stock exchanged for such Units (the Units and the Common Stock, recapitalization, reclassification or reorganization of collectively the "Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”Securities"); (ii) all certificatesshares, instrumentssecurities, cash or property representing a dividend or distribution on any of the Pledged Securities resulting from a split-up, recapitalization, reclassification or other writings representing or evidencing blanket change of the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, Securities or otherwise received in connection with, the Pledged Interestsexchange therefor (which shall not include any quarterly or other regular cash dividend); (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of collateral substituted for the Pledged Interests, or Securities pursuant to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise;Section l(b) below; and ------------ (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or, if collateral has been substituted under Section l(b) below, all ------------ proceeds of the property described in clause (iii) of this Section 1, --------- but excluding any quarterly or hereafter received regular cash dividend. So long as no Event of Default as defined in Section 2(a) below shall have ------------ occurred and be continuing, Pledgor shall be entitled to receive and retain any and all quarterly or regular cash dividends paid on the Collateral as defined in Section l(b) below including any such dividends collected by Pledgor upon Pledgee. If any of ------------ the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceedsabove-described shares, securities, monies or property required to be pledged by Pledgor under Section 1 hereof are received by Pledgor, Pledgor will forthwith transfer and any other tangible deliver to Pledgee such shares or intangible personal property, securities so received (iii) together with the certificates for any such items that are now shares and securities duly endorsed in blank or hereafter acquired accompanied by Pledgor with any proceeds or products undated stock powers duly executed in blank), all of Collateral, (iv) any amounts now or hereafter payable under any insurance policy which thereafter shall be held by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) Pledgee pursuant to the extent related to any property described in said clauses or such proceedsterms of this Agreement, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all as part of the Collateral. The security interest in the Collateral granted to Pledgee as security for the Secured Obligations shall terminate on [__________], all equipmentexcept as to any amount owing in respect of Pledgor's share of a loss under Section 3 of the --------- Supplemental Agreement for which Pledgee has made demand for reimbursement prior to such date (a "Pending Demand"). If a Pending Demand exists on [____________] the security interest in the Collateral granted to Pledgee as security for the Secured Obligations shall terminate when (a) such Pledgor's obligation under Section 3 of the Supplemental Agreement is paid or (b) the Pending Demand has --------- been finally determined (by agreement of Pledgee and Pledgor or a final judgment of a court) to be without merit. On the applicable termination date provided for in this paragraph, receptaclesPledgee shall forthwith cause to be assigned, containers transferred and cabinets for such books delivered, against receipt, any remaining Collateral and recordsany money received in respect of, to or on the order of Pledgor.

The Pledge. As (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, hereby pledge and grant to the Collateral Agent, for the benefit of the Company to secure the prompt and complete payment and performance when due (whether at stated settlement, early settlement, by acceleration or otherwise) of the obligations of the Holders under the Purchase Contracts, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations under the Secured Obligationsrelated Purchase Contracts, Pledgor hereby pledges and grants to Lender a continuing first priority security interest in all and lien upon and right of Pledgor’s set off against such Holder's right, title, interest, claim title and estate in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):interest in: (i) all membership interests of(A) the Notes, or other equity interests any Applicable Ownership Interest in the Pledged EntitiesTreasury Portfolio and Treasury Securities constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and all options(C) any Notes or any Applicable Ownership Interest in the Treasury Portfolio, warrants as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case, that have been Transferred to or otherwise received by the Collateral Agent and other rights and privileges not released by the Collateral Agent to such Holders under the provisions of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)this Agreement; (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interestspayments made by Holders pursuant to Section 4.4 hereof; (iii) any the Collateral Account and all moneyssecurities, payment intangibles or financial assets, security entitlements, cash and other property due credited thereto and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise;all security entitlements related thereto; and (iv) all Proceeds of the foregoing (all of the foregoing, collectively, the "Collateral"). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the Code, in addition to, and not in limitation of, the other claimsrights, causes remedies and recourses afforded to the Collateral Agent by this Agreement. (c) Subsequent to the date of actioninitial issuance of the Units, choses the Purchase Contract Agent shall file or cause to be filed a financing statement prepared by the Company in the State of action New York, Office of the Secretary of State and any other property of any type or nature jurisdictions which the Pledgor now has Company deems necessary. The Purchase Contract Agent, as attorney-in-fact for the Holders as debtors, shall sign a financing statement describing the Collateral. (d) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (or may the Notes that are delivered pursuant to Section 6.2 hereof), any Applicable Ownership Interest in the future acquire Treasury Portfolio or Treasury Securities subject to the Pledge, excluding any Notes, any Applicable Ownership Interest in its capacity the Treasury Portfolio or any Treasury Securities released from the Pledge as a member provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Applicable Ownership Interest in the Treasury Portfolio" or stockholder "Pledged Treasury Securities" respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Pledged Entities against Collateral. For purposes of perfecting the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor Pledge under the Charter Documents and/or applicable law, including, without limitationto the extent applicable, all voting the TRADES Regulations or the Code as adopted and consent rights in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of Pledgor arising thereunder the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name the Notes or otherwiseany other securities held in physical form. (e) Except as may be required in order to release Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in each caseas applicable, in connection with Pledgor’s ownership a Tax Event Redemption or with a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Pledged Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note prior to the termination of this Agreement, provided, however, that if the Notes are issued in whole or in part in the form of global Notes, such Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Pledged InterestsNotes evidenced thereby from the Pledge, including general intangibles relating thereto the Company or the Purchase Contract Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any manner or any respect; andsuch replacement certificate as required hereby. (vif) Notwithstanding anything contained herein to the extent not otherwise included in clauses (i) through (v)contrary, (A) all proceeds and products for avoidance of any and all doubt, the Cash payments at the rate of 6.25% per year of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any Principal Amount of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items Notes that are now or hereafter acquired by Pledgor with any proceeds or products a part of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason Normal Units to Holders of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) Normal Units shall not be subject to the extent related to any property described in said clauses or such proceeds, all present Pledge and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all therefore are not part of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment and performance when due by such Holders of their respective obligations under the Secured Obligationsrelated Purchase Contracts, Pledgor hereby pledges and grants to Lender a security interest in all of Pledgor’s the right, title, interest, claim title and estate in and to each and all interest of the following property, whether now owned by Pledgor or hereafter acquired Purchase Contract Agent and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):such Holders in: (i) all membership interests of(A) the Notes, or other equity interests Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Pledged EntitiesTreasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) the Collateral Account and all optionssecurities, warrants financial assets, security entitlements, cash and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property credited thereto and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to Security Entitlements related thereto; and (iii) all Proceeds of the foregoing (all such membership interests of the foregoing, collectively, the “Collateral”). (b) Prior to or concurrently with the execution and other equity interestsdelivery of this Agreement, and all such optionsthe Purchase Contract Agent, warrantson behalf of the initial Holders of the Units, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Interests”); (ii) all certificates, instruments, Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or other writings representing or evidencing “Pledged Applicable Ownership Interest in the Pledged Interests, Treasury Portfolio,” respectively. Subject to the Pledge and all accounts, payment intangibles and general intangibles arising out of, or in connection withthe provisions of Section 2.2 hereof, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and Holders from time to become due to Pledgor now or in the future in respect time shall have full beneficial ownership of the Pledged Interests, or to which Pledgor may now or in Collateral. For purposes of perfecting the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor Pledge under the Charter Documents and/or applicable law, including, without limitationto the extent applicable, all voting the TRADES Regulations or the Uniform Commercial Code as adopted and consent rights in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of Pledgor arising thereunder the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name the Notes or otherwiseany other securities held in physical form. (d) Except as may be required in order to release Notes or Treasury Consideration, in each caseas applicable, in connection with Pledgora Tax Event Redemption or with a Holder’s ownership election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Pledged InterestsNotes evidenced thereby from the Pledge, including general intangibles relating thereto in the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any manner or any respect; and (vi) Notes remaining subject to the extent not otherwise included Pledge hereunder registered to it or endorsed in clauses (i) through (v), (A) all proceeds blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and products the Collateral Agent of the Securities Intermediary’s failure to obtain possession of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsreplacement certificate as required hereby.

The Pledge. As collateral security The Holders from time to time of the Units acting through the Unit Agent, as their attorney-in-fact, hereby pledge to the Collateral Agent (for the prompt payment and performance benefit of the Secured ObligationsCompany and the Call Option Holder as their interests may appear), Pledgor hereby pledges and grants grant to Lender the Collateral Agent, for the benefit of the Company and the Call Option Holder (as their interests may appear) a security interest in all of Pledgor’s the right, title, interest, claim title and estate interest of such Holders in and to (i) the Pledged Securities, (ii) the Collateral Account and all securities, financial assets and other property credited thereto and all security entitlements related thereto and (iii) all proceeds from each of the foregoing (collectively, the "Collateral"), as collateral security to ensure the performance when due by such Holders of their respective obligations under the Purchase Contracts and Call Options underlying such Units. Concurrently with the execution of this Agreement, the initial Holders of the first [__________________] Normal Units issued under the Master Unit Agreement, the Unit Agent and the Collateral Agent are causing [____________] Debentures to be delivered to, and registered in the name of, the Collateral Agent, and such Debentures will thereupon constitute Pledged Securities forming a part of such Normal Units. As used in this Section 2, the term "delivery" shall have the meaning ascribed to it in the Uniform Commercial Code as in effect in the State of New York (the "Code"). In the event that any or all of the following propertyadditional [__________] Normal Units that may be issued as a result of an exercise of the overallotment option of the underwriters under the Underwriting Agreement are issued pursuant to the Master Unit Agreement at or after the execution of this Agreement, whether now owned by Pledgor or hereafter acquired the initial Holders of such Normal Units, the Unit Agent and whether now existing or hereafter coming into existence (all being collectively referred the Collateral Agent shall cause a number of Debentures equal to herein as “Collateral”): (i) all membership interests the number of such Normal Units to be delivered to, and registered in the name of, the Collateral Agent, and such Debentures will thereupon constitute Pledged Securities forming a part of such Normal Units. In addition, the execution hereof by the Unit Agent and the Collateral Agent shall constitute an acknowledgment by the Collateral Agent and Securities Intermediary of the Pledge and of the Securities Intermediary's holding of such Debentures or other equity interests Pledged Securities substituted therefor in accordance with the Pledged Entities, provisions hereof subject to the Pledge and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of the Securities Intermediary's crediting such membership interests Debentures or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating Securities to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as Collateral Account for purposes of perfecting the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor Pledge under the Charter Documents and/or applicable law, including, without limitationto the extent applicable, all voting the Uniform Commercial Code as adopted and consent rights in effect in any applicable jurisdiction and the Applicable Treasury Regulations. Subject to the Pledge, the Holders from time to time of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s the Units shall have full beneficial ownership of the Pledged InterestsSecurities underlying such Units, including general intangibles relating thereto in any manner and shall be entitled (directly or any respect; and (vithrough the Collateral Agent) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) aboverights provided by such Pledged Securities, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues the Company and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise Call Option Holder shall have no rights with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any to such Pledged Securities other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest than their respective security interests therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. As (a) The Obligor hereby (i) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral Trustee, for the ratable benefit of the Priority Lien Secured Parties a lien on and a first priority security interest in the EMMT Account and all amounts and other property at any time deposited therein (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Priority Lien Obligations and (ii) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral Trustee, for the ratable benefit of the Parity Lien Secured Parties a lien on and a second priority security interest in all of the Pledged Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Parity Lien Obligations. This Agreement, and the security interests and Liens granted and created herein, secures the payment and the performance of all Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Indebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amounts that constitute part of the Secured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or not allowed due to a pending Insolvency Proceeding. Without limiting the generality of the foregoing, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (B) this Agreement creates two separate and distinct Liens: the first priority Lien securing the payment and performance of the Secured Priority Lien Obligations and the second priority lien securing the payment and performance of the Parity Lien Obligations, Pledgor hereby pledges and grants to Lender a in each case, as may be more particularly set forth in the Collateral Trust Agreement. The Collateral Trustee acknowledges that for purposes of perfecting the security interest interests hereunder, all property in all of Pledgor’s right, title, interest, claim and estate in and to each and all the possession or control of the following propertyCollateral Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and as trustee for the benefit of the Parity Lien Secured Parties, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred subject to herein as “Collateral”):the terms of the Collateral Trust Agreement. (ib) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating Notwithstanding anything herein to the foregoing (contrary the Obligor shall remain liable for all such membership interests obligations under and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, Collateral and nothing contained herein is intended or shall be a delegation of duties to which Pledgor may now or in the future be entitled to in its capacity as a member or stockholder of the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner Collateral Trustee or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arising, including, without limitation, (i) all rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing, (ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, (iv) any amounts now or hereafter payable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest therein, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsSecured Party.

The Pledge. As continuing collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby irrevocably grants, pledges and grants assigns, subject to the terms of this Agreement and the other Loan Documents, a continuing first priority lien on and security interest in, and, as a part of such grant, pledge and assignment, hereby assigns to Lender a security interest in as collateral security, all of Pledgor’s 's right, title, interest, claim title and estate interest in and to each and all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “the "Collateral”"): (ia) all membership interests of, or other equity interests in the Pledged Entities, and all options, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”)Securities; (iib) all certificatesownership interests, instrumentsmembership interests, or other writings representing or evidencing the Pledged Interestsshares, and all accountssecurities, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all moneys, payment intangibles instruments or property due and to become due to Pledgor now representing a dividend, a distribution or in the future return of capital upon or in respect of the Pledged InterestsSecurities, or otherwise received in exchange therefor, and any warrants, rights or options issued to which Pledgor may now the holders of, or otherwise in the future be entitled to in its capacity as a member or stockholder of respect of, the Pledged Entities, whether by way of a dividend, distribution, return of capital, or otherwiseSecurities; (iv) all other claims, causes of action, choses of action and other property of any type or nature which the Pledgor now has or may in the future acquire in its capacity as a member or stockholder of the Pledged Entities against the Pledged Entities and its property, including general intangibles relating thereto in any manner or any respect; (vc) all rights of Pledgor under the Charter Relevant Documents and/or applicable law, including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in each case, in connection with Pledgor’s ownership of any other agreement or instrument relating to the Pledged Interests, including general intangibles relating thereto in any manner or any respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all proceeds and products of any and all of the property of Pledgor described in clauses (i) through (v) above, whether now owned and existing or hereafter acquired or arisingSecurities, including, without limitation, (i) all rents, issues, royalties, distributions, revenues rights of Pledgor to receive moneys or distributions with respect to the Pledged Securities due and profits of to become due under or from any of pursuant to the foregoingRelevant Documents, (ii) whatever is now all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise guaranty with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal propertyto the Pledged Securities, (iii) to the extent permitted by applicable law, all claims of Pledgor for damages arising out of or for breach of or default under any such items that are now or hereafter acquired by Pledgor with any proceeds or products of CollateralRelevant Document, and (iv) to the extent permitted by applicable law any amounts now or hereafter payable under any insurance policy by reason right of any loss or damage Pledgor to any Collateral or any perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (d) all proceeds or products thereof, of and (v) the right to further transfer, including to pledge, mortgage, license, assign or sell, any of the Collateral or any interest thereinproperty of Pledgor described in clauses (a) through (c) above and, and (B) to the extent related to any property described in said clauses or such proceeds, all present and future books and books, correspondence, credit files, records, files, invoices, papers invoices and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and recordsother papers.