Common use of The Pledge Clause in Contracts

The Pledge. As collateral security for the prompt payment 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 and interest in 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 in this Agreement as “Collateral”): (a) the Stock Collateral; (b) the Collateral Account and any other cash, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereof.

The Pledge. As Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment in full and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the Pledgor hereby pledges 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 grants to unpaid thereon and any and all other amounts due and payable under the Lender Note (collectively, the “Debt”), a first priority security interest in all of the Pledgor’s right, title and interest in to the following property, property whether now owned by the Pledgor or existing or hereafter acquired and whether now existing or hereafter coming into existence arising wherever located (all being collectively referred to in this Agreement collectively herein as “Collateral”): (ai) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Stock Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (bv) the Collateral Account capital of Pledgor in the Pledged Entity and any other cashand all profits, securities (including losses, distributions and allocations attributable thereto as well as the proceeds of any Stock Collateral) or other property from time to time held therein or credited theretodistribution thereof, including security entitlements, as defined in §8-102(a)(17) whether arising under the terms of the UCC, with respect to any of the foregoing; and (c) following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all cash and non-cash proceeds (including proceeds of proceeds) amendments or modifications of any of the foregoing; (vi) all other payments, includingif any, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time due or to time received, receivable, or otherwise distributed become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or in exchange for, otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a replacement result of or a substitution forexchange offers, recapitalizations of any of the Stock Collateral or proceeds thereof (including any cashtype, equity interests (including sharescontributions to capital, units, options, warrants, interests, participations, options or other equivalents regardless rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of how designated of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect relating to any of the Issuers and any security entitlements with respect thereto); Collateral described in clauses (iii) “Proceeds,” as such term is defined in the UCC; through (iiivii) proceeds above; (ix) all Proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or foregoing (including any 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 Stock Collateral or proceeds thereofinsurance thereon); and (v) other amounts from time to time paid in each case whether now owned or payable under hereafter acquired, now existing or in connection with any of the Stock Collateral or proceeds thereofhereafter created and wherever located.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Secured Obligations, the Pledgor hereby pledges and grants to the Lender a security interest in all of the Pledgor’s right, title title, interest, claim and interest estate 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 in this Agreement herein as “Collateral”): (ai) all membership interests of, or other equity interests in the Stock CollateralPledged 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”); (bii) the Collateral Account and any other cashall certificates, securities (including any Stock Collateral) 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 from time due and to time held therein become due to Pledgor now or credited theretoin 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 security entitlementsgeneral intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, as defined including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise, in §8-102(a)(17) each case, in connection with Pledgor’s ownership of the UCCPledged Interests, with respect to including general intangibles relating thereto in any of the foregoingmanner or any respect; and (cvi) to the extent not otherwise included in clauses (i) through (v), (A) all cash proceeds and non-cash proceeds products of any and all of the property of Pledgor described in clauses (including proceeds 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 proceeds) of or from any of the foregoing, including(ii) whatever is now or hereafter received by Pledgor upon the collection or sale, all exchange, lease, transfer or other disposition (iwhether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, benefitsgeneral intangibles, cashequipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangiblesdocuments, instruments, interestinsurance proceeds, inventorysecurities, investment and any other tangible or intangible personal property, premiums(iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, profits(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 other property from time (v) the right to time receivedfurther transfer, receivableincluding to pledge, mortgage, license, assign or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution forsell, any of the Stock Collateral or proceeds thereof any interest therein, and (including B) to the extent related to any cashproperty described in said clauses or such proceeds, equity interests (including sharesall present and future books and records, unitsfiles, optionsinvoices, warrantspapers and correspondence relating thereto, interestsincluding, participationswithout 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 other equivalents regardless the business of how designated of Pledgor or in to any or all of the Issuers) or other securities or instruments issued after any recapitalizationCollateral, readjustmentall equipment, reclassificationreceptacles, merger or consolidation with respect to any of the Issuers containers and any security entitlements with respect thereto); (ii) “Proceeds,” as cabinets for 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 Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due books 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofrecords.

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 in full performance when due (whether at stated maturityby such Holders of their respective obligations under the related Purchase Contracts, 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 and interest of the Purchase Contract Agent and such Holders in: (i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the following propertyTreasury Portfolio constituting a part of the Units, whether now owned (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 Pledgor or hereafter acquired Collateral Agent and whether now existing or hereafter coming into existence (all being collectively referred not released by the Collateral Agent to in such Holders under the provisions of this Agreement as “Collateral”): (a) the Stock CollateralAgreement; (bii) the Collateral Account and any other cashall securities, securities (including any Stock Collateral) or financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (iii) 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. (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (or the 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 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 held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) shall have full beneficial ownership of the UCC, with respect to any Collateral. For purposes of perfecting the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoingPledge under applicable law, including, all (i) accountsto the extent applicable, benefitsthe TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 the Collateral Agent shall be the agent of the Stock Company as provided herein. Whenever directed by the Collateral or proceeds thereof (including any cash, equity interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in any Agent acting on behalf of the Issuers) Company, the Securities Intermediary shall have the right to re- register in its name the Notes or any 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 held 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 Stock 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofphysical form.

The Pledge. As collateral security for (a) To the prompt payment in full when due (whether at stated maturityextent not prohibited pursuant to the applicable Bond Documents, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges pledges, hypothecates, assigns, transfers, sets over and delivers unto the Lender all its right, title and interest to, and hereby grants to the Lender a first priority lien on, and security interest in in, all of the Pledgor’s right, title and interest in in, to and under the following property(collectively, whether now owned by the Pledgor “Pledged Bond (a) all Bonds and all rights under the Indenture; (b) all accounts, general intangibles, income, earnings, profits, interest, premium or hereafter acquired other rights of payment in whatever form in respect of the Bonds; (c) all proceeds (cash and whether 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 payment and performance when due of any one or more of the obligations, now existing or hereafter coming into existence created, of Pledgor under this Agreement, the Note, the Loan Agreement, the Instrument and all other Loan Documents (all being collectively referred 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 grants to Lender a security interest in this Agreement as “Collateral”): (a) the Stock Collateral;Pledged Bond Collateral subject to the provisions hereof. (b) Pledgor shall, and shall cause the Collateral Account Trustee to, reflect on their respective records that the Bonds are registered in the name of Pledgor and subject to the pledge in favor of ▇▇▇▇▇▇. Hereafter, if any other cashfuture Bonds are issued, securities Pledgor shall cause such future Bonds to be delivered (including and to instruct the Issuer and Trustee to deliver) physical possession of such future Bonds directly to Lender, except that, until demand for delivery to the Lender at particular address, physical possession by ▇▇▇▇▇▇ shall be accomplished by the Trustee holding the Bonds on behalf of Lender. Upon issuance of any Stock Collateralsuch future Bonds, (i) or other property from time Pledgor hereby agrees to time held therein or credited thereto, including security entitlements, 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 defined in §8-102(a)(17) of the UCC, such date with respect to any such future Bonds and (ii) each of Lender, Pledgor and Trustee shall reflect on their respective records that such future Bonds are owned beneficially by Pledgor subject to the foregoing; and (c) all cash and non-cash proceeds (including proceeds pledge in favor of proceeds) of any of ▇▇▇▇▇▇. Notwithstanding the foregoing, includingin the event Pledgor receives possession of any such future Bonds, all Pledgor shall deliver such future Bonds to Lender within two (i2) accountsbusiness days along with the blanket endorsement and certificate regarding representations and warranties described in the preceding sentence. With respect to the matters covered by this Agreement, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents in the event of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, any conflict between this Agreement 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 the terms of the Stock Collateral or proceeds thereof (including any cashLoan Agreement, equity interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless the terms of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofthis Agreement shall govern.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the each Pledgor hereby pledges and grants to the Lender Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the such Pledgor’s right, title and interest in the following property, whether now owned by the 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 in this Agreement herein as “Collateral”): (a) the shares of Capital Stock Collateralof 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 (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 evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, 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 the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreement, in the 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 required to 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 management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), 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 such Pledgor; and (e) intercompany obligations of foreign Subsidiaries owing to such Pledgor; (f) the Collateral Account and any other cash, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and (c) balance and all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor items from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture the Collateral Account; (g) all promissory notes and all Intercompany Notes; and (h) all proceeds of all or any part of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the property of such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock Collateral or proceeds thereofof 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 Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Pledgors shall be required to pledge non-Voting Stock of the Issuers.

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 in full and performance when due (whether at stated maturity, by acceleration or otherwise) such Holders of the Secured Obligations, the Pledgor hereby pledges and grants their respective obligations to the Lender Company under the related Purchase Contracts, a security interest in in, and right of set-off against, all of the Pledgor’s right, title and interest in of the following property, whether now owned Purchase Contract Agent and such Holders in: (i) the Notes constituting a part of the Units that have not been released by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred Collateral Agent to in such Holders under the provisions of this Agreement as “Collateral”): (a) the Stock CollateralAgreement; (bii) (A) the Treasury Consideration or Treasury Securities constituting a part of the Units, (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 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 otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (iii) the Collateral Account and any other cashall securities, securities (including any Stock Collateral) or other property from time to time held therein or credited theretofinancial assets, including security entitlements, as defined in §8-102(a)(17cash and other property credited thereto and all Security Entitlements related thereto; (iv) upon the occurrence of a Special Event Redemption, the UCC, with respect Treasury Portfolio Transferred to any the Collateral Account; (v) all Proceeds of the foregoing; and (cvi) all cash powers and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, rights now owned or otherwise distributed in respect of hereafter acquired under 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 equivalents regardless of how designated of or in 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 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 security entitlements with respect theretoNotes that are delivered pursuant to Section 6.02 hereof); (ii) , 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 “ProceedsPledged Notes,” as such term is defined in “Pledged Treasury Consideration” and “Pledged Treasury Securities,” respectively. Subject to the UCC; (iii) proceeds Pledge and the provisions of any insuranceSection 2.02 hereof, indemnity, warranty, or guaranty (including guaranties of delivery) payable 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 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 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 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 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 its inability to obtain possession of any such replacement certificate as required hereby. (e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) interest payments on the Notes and (ii) after a Special Event Redemption, the periodic payments with respect to any the Treasury Consideration (as specified in clauses (i)(B) and (ii)(B) of the Stock Collateral or proceeds thereof; (ivdefinition of Treasury Consideration) 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 that are a part of the Stock Collateral or proceeds thereof; Normal Units to Holders of Normal Units shall not be subject to the Pledge and (v) other amounts from time to time paid or payable under or in connection with any therefore are not part of the Stock Collateral or proceeds thereofCollateral.

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, the Pledgor hereby irrevocably grants, pledges and grants to the 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 the Pledgor’s right, title and interest in 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 in this Agreement herein as “Collateral”): (a) the Stock CollateralPledged Interests; (b) all ownership interests, limited liability company interests, limited partnership interests, membership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Collateral Account Pledged Interests, or otherwise received in exchange therefor, and any other cashwarrants, securities (including any Stock Collateral) rights or other property from time options issued to time held therein the holders of, or credited theretootherwise in respect of, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; andPledged Interests; (c) all cash and non-cash proceeds (including proceeds rights of proceeds) of Pledgor under the Relevant Documents or any of other agreement or instrument relating to the foregoingPledged Interests, including, all without limitation, (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents all rights of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time Pledgor to time received, receivable, receive moneys 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 equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation distributions with respect to any of the Issuers Pledged Interests due and any security entitlements with respect thereto); to become due under or pursuant to the Relevant Documents, (ii) “Proceeds,” as such term is defined in the UCC; (iii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty, warranty or guaranty (including guaranties of delivery) payable from time to time with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, and (iv) any 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 relating to the foregoing; and (e) all proceeds of and to any of the Stock Collateral or proceeds thereof; property of Pledgor described in clauses (iva) payments through (in any form whatsoeverd) made or due and payable above and, to the Pledgor from time extent related to time any property described in connection with any requisitionsaid clauses or such proceeds, confiscationall books, condemnationcorrespondence, seizure or forfeiture of all or any part of the Stock Collateral or proceeds thereof; credit files, records, invoices and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofpapers.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor Company hereby pledges and grants to the Lender Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the PledgorCompany’s right, title and interest in the following property, whether now owned by the Pledgor 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 in this Agreement herein as “Collateral”): (a) the shares of Capital Stock Collateralof the Issuers identified in Annex 1 hereto and all other 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 evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, 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 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 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 required to 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 management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), 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 the Company; (e) intercompany obligations of foreign Subsidiaries owing to the Company; (f) the Collateral Account and any other cash, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and (c) balance and all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor items from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture the Collateral Account; (g) all promissory notes and all Intercompany Notes; and (h) all proceeds of all or any part of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the property of the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock Collateral or proceeds thereofof 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 Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Company shall be required to pledge non-Voting Stock of the Issuers.

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 in full and performance when due (whether at stated maturity, by acceleration or otherwise) such Holders of the Secured Obligations, the Pledgor hereby pledges and grants their respective obligations to the Lender Company under the related Purchase Contracts, a security interest in in, and right of set-off against, all of the Pledgor’s right, title and interest in of the following property, whether now owned Purchase Contract Agent and such Holders in: (i) the Notes constituting a part of the Units that have not been released by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement as “Collateral”): (a) the Stock CollateralAgreeement; (bA) the Treasury Consideration or Treasury Securities constituting a part of the Units, (B) any Treasury Securities delivered in exchange 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, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement; (iii) the Collateral Account and any other cashall securities, securities (including any Stock Collateral) or other property from time to time held therein or credited theretofinancial assets, including security entitlements, as defined in §8-102(a)(17cash and other property credited thereto and all Security Entitlements related thereto; (iv) upon the occurrence of a Special Event Redemption, the UCC, with respect Treasury Portfolio Transferred to any the Collateral Account; (v) all Proceeds of the foregoing; and (cvi) all cash powers and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, rights now owned or otherwise distributed in respect of hereafter acquired under 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 equivalents regardless of how designated of or in 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 foregoing (all of the foregoing, collectively, the "COLLATERAL"). (b) Prior to or concurrently with the execution and any security entitlements with respect thereto); 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. (iic) “Proceeds,” The pledge provided in this Section 2.1 is herein referred to as such term is defined in the UCC; (iii) proceeds of any insurance, indemnity, warranty, or guaranty "Pledge" and the Notes (including guaranties 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 delivery) payable 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 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 Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the 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 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 its inability to obtain possession of any such replacement certificate as required hereby. (e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) the cash payments at the rate of 5.25% per year of the Stated Amount of the Notes and (ii) after a Special Event Redemption, the quarterly payments with respect to any the Treasury Consideration (as specified in clause (B) of the Stock Collateral or proceeds thereof; (ivdefinition of Treasury Consideration) 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 that are a part of the Stock Collateral or proceeds thereof; Normal Units to Holders of Normal Units shall not be subject to the Pledge and (v) other amounts from time to time paid or payable under or in connection with any therefore are not part of the Stock Collateral or proceeds thereofCollateral.

The Pledge. As collateral security for the prompt payment 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 Collateral Agent for the benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title and interest in 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 in this Agreement as “Collateral”): (a) the Stock Collateral[***] ADS; (b) the Collateral Account and any other cash, securities (including any Stock CollateralADS) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; (c) the Deposit Agreement as it relates to the Pledged ADS; (d) the Restricted Letter Agreement as it relates to the Pledged ADS; (e) the Issuer Consent Letter; (f) the Waiver Letter; and (cg) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 equivalents regardless of how designated of or in any of the IssuersIssuer) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to any of the Issuers 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 Stock 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereof.

The Pledge. As continuing collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby irrevocably grants, pledges and grants assigns, subject to the Lender terms of this Agreement and the other Loan Documents, a continuing first priority lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Lender as collateral security, all of the Pledgor’s right, title and interest in 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 in this Agreement herein as “Collateral”): (a) its 100% membership interests in Holdings, together with the Stock Collateralcertificates (in a form attached hereto as Exhibit A-1 and made a part hereof) evidencing the same (the “Holdings Pledged Interests”); (b) its 100% membership interests in Owner, together with the Collateral Account certificates (in a form attached hereto as Exhibit A-2 and any other cashmade a part hereof) evidencing the same (the “Owner Pledged Interests” and, securities (including any Stock Collateral) or other property from time to time held therein or credited theretocollectively with the Holdings Pledged Interest, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and“Pledged Interests”) (c) all cash and non-cash proceeds (including proceeds ownership interests, membership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of proceeds) of any capital upon or in respect of the foregoingPledged Interests, or otherwise received in exchange therefor, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests; (d) all rights of Pledgor under the Relevant Documents or any other agreement or instrument relating to the Pledged Interests, including, all without limitation, (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents all rights of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time Pledgor to time received, receivable, receive moneys 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 equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation distributions with respect to any of the Issuers Pledged Interests due and any security entitlements with respect thereto); to become due under or pursuant to the Relevant Documents, (ii) “Proceeds,” as such term is defined in the UCC; (iii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty, warranty or guaranty (including guaranties of delivery) payable from time to time with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, and (iv) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (e) all proceeds of and to any of the Stock Collateral or proceeds thereof; property of Pledgor described in clauses (iva) payments through (in any form whatsoeverc) made or due and payable above and, to the Pledgor from time extent related to time any property described in connection with any requisitionsaid clauses or such proceeds, confiscationall books, condemnationcorrespondence, seizure credit files, records, invoices and other papers. The shares of membership interests, partnership interests, certificates, instruments or forfeiture of all other documents evidencing or any part of representing the Stock Collateral or proceeds thereof; and (v) other amounts from time foregoing shall be collectively referred to time paid or payable under or in connection with any of herein as the Stock Collateral or proceeds thereof“Pledged Securities.”

The Pledge. (a) As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and timely performance of the Secured Obligationsobligations and liabilities of the Ramco Principals contained in the Master Agreement and each Ramco Agreement including, without limitation, the Pledgor 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 the Lender Trust and its successors and assigns a security interest in all in, the following property (collectively referred to herein as the "PLEDGED COLLATERAL"): 278 (i) the number of the Pledgor’s right, title and units of limited partnership interest in the following property, whether now Operating Partnership ("OP UNITS") issued under the Partnership Agreement and owned by each Ramco Principal on the Pledgor date hereof as set forth on Exhibit A and each additional OP Unit issued or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred credited to in this Agreement as “Collateral”): (a) the Stock Collateral; (b) the Collateral Account and any other cash, securities (including any Stock Collateral) or other property Ramco Principal from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to otherwise acquired by any of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property Ramco Principal from time to time received(collectively, 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 equivalents regardless of how designated of or in 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"RP PLEDGED OP UNITS"); ; (ii) “Proceeds,” the number of shares of beneficial interest of the Trust, par value $.10 per share ("SHARES"), owned by each Ramco Principal on the date hereof as such term is defined in set forth on Exhibit B and each additional Share issued to, purchased or otherwise acquired by any Ramco Principal from time to time, including, without limitation, any Shares acquired by any Ramco Principal as a result of any exchange of OP Units for Shares (collectively the UCC; "RP PLEDGED SHARES"); (iii) proceeds of 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable Ramco Principal from time to time with respect to or otherwise acquired by any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor Ramco Principal from time to time (collectively, the "PLEDGED LP INTERESTS"); (iv) the general and limited partnership interests in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part the general partners of the Stock Collateral 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 proceeds thereof; and (vlimited) other amounts in the Partnership GP Entities issued or credited to any Ramco Principal from time to time paid or payable under otherwise acquired by any Ramco Principal from time to time (collectively, the "PLEDGED PARTNERSHIP GP INTERESTS"); (v) the 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 in connection with otherwise acquired by any of Ramco Principal from time to time (collectively, the Stock Collateral or proceeds thereof."PLEDGED CORPORATE GP STOCK");

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 in full when due (whether at stated maturity, by acceleration or otherwise) benefit of the Secured ObligationsCompany and the Call Option Holder as their interests may appear), the Pledgor hereby pledges and grants grant to the Lender Collateral Agent, for the benefit of the Company and the Call Option Holder (as their interests may appear) a security interest in all of the Pledgor’s right, title and interest of such Holders in the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence to (all being collectively referred to in this Agreement as “Collateral”): (ai) the Stock Collateral; Pledged Securities, (bii) 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 other cashor all of the additional [__________] 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, securities (including any Stock Collateral) the initial Holders of such Normal Units, the Unit Agent and the Collateral Agent shall cause a number of Debentures equal to 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 property Pledged Securities substituted therefor in accordance with the provisions hereof subject to the Pledge and of the Securities Intermediary's crediting such Debentures or other Pledged Securities to the Collateral Account for purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction and the Applicable Treasury Regulations. Subject to the Pledge, the Holders from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCCUnits shall have full beneficial ownership of the Pledged Securities underlying such Units, and shall be entitled (directly or through the Collateral Agent) to all of the rights provided by such Pledged Securities, and the Company and the Call Option Holder shall have no rights with respect to any of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and such Pledged Securities 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 than their respective security interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereoftherein.

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 in full and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured ObligationsPriority Lien Obligations and (ii) assigns and transfers to the Collateral Trustee, the Pledgor and hereby pledges and grants to the Lender 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 Pledgor’s rightPledged Collateral, title 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 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 following propertyCollateral Trust Agreement. The Collateral Trustee acknowledges that for purposes of perfecting the security interests hereunder, whether now owned all property in the possession or control of the Collateral Trustee will be held by the Pledgor or hereafter acquired Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and whether now existing or hereafter coming into existence (all being collectively referred as trustee for the benefit of the Parity Lien Secured Parties, subject to in this Agreement as “Collateral”): (a) the Stock Collateral;terms of the Collateral Trust Agreement. (b) Notwithstanding anything herein to the Collateral Account contrary the Obligor shall remain liable for all obligations under and any other cash, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, or otherwise distributed in respect of the Pledged Collateral and nothing contained herein is intended or in exchange for, or as shall be a replacement delegation 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable duties to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all Collateral Trustee or any part of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofSecured Party.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Pledgor’s Obligations, the Pledgor hereby pledges absolutely, unconditionally and irrevocably pledges, assigns, conveys, transfers and delivers to Lender, and grants to the 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 the Pledgor’s right, title and interest therein, in the following property, each case whether now owned by the Pledgor or hereafter acquired existing, acquired, created and whether now existing or hereafter wherever located coming into existence (all being collectively referred to in this Agreement herein as “Collateral”): (ai) all of Pledgor’s Equity Interests in each Subsidiary, together with the Stock Collateralcertificates evidencing the same (the “Pledged Interests”), and all of the Subordinated Rights; (bii) all ownership interests, membership interests, partnership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Collateral Account Pledged Interests or Subordinated Rights, or otherwise received in exchange therefor, and any other cashwarrants, securities (including any Stock Collateral) rights, options, or other investment property from time to time held therein or credited thereto, including security entitlements, (as defined in §8-102(a)(17the UCC) or financial asset (as defined in the UCC) issued to the holders of, under or otherwise in respect of, any of the UCCPledged Interests or Subordinated Rights; (iii) all rights, powers, privileges, remedies, interests and security entitlements of Pledgor under the Relevant Documents or any other agreement or instrument relating to any of the Pledged Interests or Subordinated Rights, including, without limitation, (i) all rights of Pledgor to receive moneys or distributions under or with respect to any of the foregoing; and Pledged Interests or Subordinated Rights due and to become due under or pursuant to the Relevant Documents, (cii) all cash and non-cash proceeds (including rights of Pledgor to receive proceeds of proceeds) of any of the foregoinginsurance, includingindemnity, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, warranty 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 equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation guaranty with respect to any of the Issuers 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 right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (iv) any accounts, 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, goods, instruments, inventory, investment properties, letter-of-credit rights, letters-of-credit, money, payment intangibles, proceeds, products, securities, securities accounts, security entitlements with respect thereto); and software (ii) “Proceeds,” as each such term is defined in the UCC; (iii) proceeds of ), or any insuranceother contract right, indemnity, warranty, casualty or guaranty (including guaranties of delivery) payable other insurance policy or right, or litigation claim or right, to the extent arising from time to time with respect or related to any asset, property, right, power, privilege, remedy, interest or entitlement listed in clause (i), (ii) or (iii) of the Stock Collateral this Section 2(a); and (v) any 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 proceeds thereof; entitlement described in clauses (i) through (iv) payments (of this Section 2(a) and, any and all books, correspondence, credit files, records, invoices and other papers and documents evidencing, governing or related to any such asset, property, right, power, privilege, remedy, interest or entitlement; in each case whether such item or any form whatsoever) made right, title or due interest therein is owned beneficially or of record and payable to the Pledgor from time to time in connection individually, jointly or otherwise, and together with any requisitionand all other claims, confiscationentitlements, condemnationrights, seizure or forfeiture powers, privileges, remedies and interests of Pledgor with respect thereto, any and all or supporting obligations therefore, and any part and all replacements and substitutions therefore and extensions and modifications thereof and any and all renewals, substitutions, modifications and extensions of any and all of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or items listed in connection with any of the Stock Collateral or proceeds thereofthis Section 2(a).

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor Obligor hereby pledges and grants to the Lender Administrative Agent, for the benefit of the Lenders, a security interest in all of the PledgorObligor’s right, title and interest in the following property, whether now owned by the Pledgor Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “Pledged Collateral”): (a) the Stock Collateralshares in the Westside Entities, EMH, Mission del Cielo and the membership interests in MGE identified in Annex 1 or other ownership interests of whatever class or character in these companies, now or hereafter owned by the Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the “Pledged Interests”); (b) all membership interests, stock, securities, moneys or property representing 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 any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests; (c) in the event of any consolidation or merger involving the Collateral Account and 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 cashcertificates of membership interests, securities (including any Stock Collateral) shares, securities, properties or other property moneys as may from time to time held therein be pledged hereunder pursuant to clause (a) or credited thereto, including security entitlements, as defined in §8-102(a)(17(b) of the UCC, with respect to any of the foregoing; and above and this clause (c) being herein collectively referred to as the “Stock Collateral”); (d) the Collateral Accounts and all cash amounts, Permitted Investments and non-cash proceeds other property (including proceeds of proceeds) of any of the foregoingsecurities, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventoryfinancial assets, investment property, premiumssecurity entitlements and instruments, profits, as applicable) at any time deposited in or credited thereto 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 equivalents regardless of how designated of or in 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 all security entitlements with respect thereto), including, without limitation, the Big Four Revenue; and (iie) “Proceeds,” as such term is defined in the UCC; (iii) all proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect and to any of the Stock 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 property of the Stock Collateral Obligor described in the preceding clauses of this Section 3 (including all causes of action, claims and warranties now or proceeds thereof; and (v) other amounts from time to time paid or payable under or hereafter held by the Obligor in connection with respect of any of the Stock Collateral items listed above) and, to the extent related to any property described in said clauses or proceeds thereofsuch proceeds, all books, correspondence, credit files, records, invoices and other papers.

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 in full benefit of the Company, as collateral for the performance when due (whether at stated maturityby such Holders of their respective obligations under the related Purchase Contracts, 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 and interest in of the following property, whether now owned by the Pledgor or hereafter acquired Purchase Contract Agent and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”): such Holders (a) in (i) the Stock Collateral; 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 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 Collateral Account and any other cashall securities, securities (including any Stock Collateral) or financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (c) in any Notes delivered to the Collateral Agent upon the occurrence of a winding up, liquidation or termination of the Trust as provided in Section 6.2; and (d) all 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 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 applicable 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, has been credited to the Collateral Account. 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. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Trust Preferred Securities (or the 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 Sections 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 therein in physical form in its name. Except as may be required in order to release Trust Preferred Securities or credited thereto, including security entitlementsTreasury Consideration, as defined in §8-102(a)(17) of the UCCapplicable, with respect to any of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock 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 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 requisition, confiscation, condemnation, seizure or forfeiture certificate evidencing a Trust Preferred Security prior to the termination of all or any part 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 Stock Collateral Trust Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Trust Preferred Securities remaining subject to the Pledge hereunder registered to it or proceeds thereof; and (v) other amounts from time to time paid or payable under or endorsed in connection with any blank within fifteen days of the Stock date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral or proceeds thereofAgent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor Company hereby pledges and grants to the Lender Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the Pledgor’s Company's right, title and interest in in, to and under the following propertyProperty, whether now owned by the Pledgor Company or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “Collateral”"COLLATERAL"): (a) all shares of Preferred Stock now or hereafter owned by the Stock CollateralCompany, in each case together with the certificates evidencing the same (collectively, the "PLEDGED STOCK"); (b) the Collateral Account and any other cashall shares, securities (including any Stock Collateral) securities, moneys or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to representing a dividend on any of the foregoing; andPledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, 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 the holders of, or otherwise in respect of, the Pledged Stock; (c) all cash and non-cash proceeds (including proceeds without affecting the obligations of proceeds) of State Auto Financial under any provision prohibiting such action hereunder or under any of the foregoingother Basic Documents to which it is a party, includingin 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 (iunless such successor corporation is the Company itself) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property formed by or resulting from time to time received, receivable, such consolidation or otherwise distributed in respect of or merger issued in exchange for, or as a replacement of or a substitution for, any of for the Stock Collateral or proceeds thereof Pledged Stock; (including any cash, equity interests d) the Standby Purchase Agreement; (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in any of e) 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor balance from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of the Collateral Account; and (f) all or any part other tangible and intangible Property of the Stock Collateral or proceeds thereof; Company, including, without limitation, all proceeds, products, accessions, rents, profits, income, benefits, substitutions and (v) other amounts from time replacements of and to time paid or payable under or in connection with any of the Stock Collateral Property of the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Company in respect of any of the items listed above and any proceeds thereofof insurance thereon) and, to the extent related to any Property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers.

The Pledge. As (a) The Holders from time to time as beneficial owners of the Collateral acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as their attorney-in-fact, each hereby pledges and grants to the Collateral Agent, for the benefit of the Company, as collateral security for the prompt payment in full performance when due (whether at stated maturitysettlement date or earlier settlement date) by such Holders of their respective obligations under the Purchase Contracts, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges and grants to the Lender a security interest in and to, and a first lien upon, all of the Pledgor’s right, title and interest of the Purchase Contract Agent and such Holders in: (i) (A) the Notes, Treasury Securities and any Applicable Ownership Interest in the following propertyTreasury Portfolio constituting a part of the Securities, whether now owned (B) any Treasury Securities delivered in exchange for any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), and (C) 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 the Pledgor or hereafter acquired Collateral Agent and whether now existing or hereafter coming into existence (all being collectively referred not released by the Collateral Agent to in such Holders under the provisions of this Agreement as “Collateral”): (a) the Stock CollateralAgreement; (bii) payments made by Holders pursuant to Section 4.4 hereof; (iii) the Collateral Account and any other cashall securities, securities (including any Stock Collateral) or Financial Assets, Cash and other property credited thereto and all Security Entitlements related thereto; (iv) the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, a Successful Secondary Remarketing or a Tax Event Redemption as provided in Article VI hereof, or otherwise; and (v) 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 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 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. 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 Applicable 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 Article IV hereof, 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 held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) shall have full beneficial ownership of the UCC, with respect to any Collateral. Whenever directed by the Collateral Agent acting on behalf of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of Company, the Securities Intermediary shall have the right to reregister the Notes or any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 equivalents regardless of how designated of or in 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 held 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 Stock Collateral or proceeds thereof; (iv) payments (physical form 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofits name.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor Parent hereby pledges and grants to the Lender Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the PledgorParent’s right, title and interest in the following property, whether now owned by the Pledgor 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 in this Agreement herein as “Collateral”): (a) the shares of Capital Stock Collateralof the Issuers identified in Annex 1 hereto and all other 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 evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (b) the Collateral Account and any other cashall shares, securities (including any Stock Collateral) securities, moneys or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to representing a dividend on any of the foregoing; andPledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, 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 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 event of any consolidation or merger in which an Issuer is not the surviving corporation, all cash 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 required to be pledged hereunder); (d) the Pledged LLC Interests and non-cash proceeds all right, title and interest of the Parent in, to and under any LLC Agreement (including proceeds of proceeds) of any without limitation all of the foregoingright, including, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profitsits ownership interests under each relevant LLC Agreement), and all present and future rights of the Parent to receive payment of money or other property from time to time received, receivable, or otherwise distributed in respect distributions of payments arising out of or in exchange forconnection with its ownership interests and its rights under each such LLC Agreement, now or as a replacement hereafter owned by the Parent; (e) intercompany obligations 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable foreign Subsidiaries owing to the Pledgor Parent; (f) the balance from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture the Collateral Account; (g) all promissory notes and all Intercompany Notes; and (h) all proceeds of all or any part of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the property of the Parent described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Parent in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that 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, the Collateral or proceeds thereofshall not include, and 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.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the The Pledgor hereby pledges pledges, hypothecates, assigns, transfers, sets over and delivers unto the Collateral Agent, and grants to the Lender 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 in, all of the Pledgor’s 's right, title and interest in in, to and under the following property(collectively, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “"Pledged Collateral”): "): (a) the Stock Collateral; common stock, shares, equity interest and other securities (collectively, "Securities") of each Person (each an "Issuer") described in Schedule 1 attached hereto; (b) the Collateral Account and any other cash, securities (including additional Securities of any Stock Collateral) or other property of such Issuers as may from time to time held therein be issued to the Pledgor or credited thereto, including security entitlements, otherwise acquired by the Pledgor; (c) any additional Securities of any Issuer as defined in §8-102(a)(17) may hereafter at any time be delivered to the Collateral Agent by or on behalf of the UCCPledgor; (d) any cash or additional Securities or other property at any time and from time to time receivable or otherwise distributable in respect of, with respect to in exchange for, or in substitution of, any of the foregoing; and property referred to in any of the immediately preceding clauses (a) through (c); and (e) any and all cash products and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, together with and all (i) accounts, benefits, cash, chattel paper, contract other rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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, warrantstitles, interests, participationspowers, or other equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect privileges and preferences pertaining 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofsaid property.

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 in full 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, the Pledgor and hereby pledges and grants to the Lender 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 Pledgor’s rightPledged Collateral, title as collateral security for the prompt and interest complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Parity Lien Obligations: (i) the shares in the following propertyEMMH identified in Annex 1 hereto or other ownership interests of whatever class or character of EMMH, whether now or hereafter owned by the Pledgor Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the "Pledged Interests"); (ii) all stock, securities, moneys or hereafter acquired property representing 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 whether now existing any subscription warrants, rights or hereafter coming into existence options issued to the holders of, or otherwise in respect of, the Pledged Interests; (iii) in the event of any consolidation or merger involving EMMH or the Obligor in which EMMH 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 (i) or (ii) above and this clause (iii) being herein collectively referred to as the "Stock Collateral"); and (iv) 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, claims and warranties now or hereafter held by the Obligor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers, including all tapes, cards, computer runs and other papers and documents 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. 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 Priority Lien Obligations and the second priority Lien securing the payment and performance of the Parity Lien Obligations, in each case, as “Collateral”): (a) may be more particularly set forth in the Stock Collateral;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 Collateral Account contrary, the Obligor shall remain liable for all obligations under and any other cash, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, or otherwise distributed in respect of the Pledged Collateral and nothing contained herein is intended or in exchange for, or as shall be a replacement delegation 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable duties to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all Collateral Trustee or any part of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofSecured Party.

The Pledge. As collateral security for the prompt payment 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 Collateral Agent for the benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title and interest in 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 in this Agreement as “Collateral”): (a) the Stock CollateralPledged ADS; (b) the Collateral Account and any other cash, securities (including any Stock CollateralADS) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; (c) the Deposit Agreement as it relates to the Pledged ADS; (d) the Restricted Letter Agreement as it relates to the Pledged ADS; (e) the Issuer Consent Letter; (f) the Waiver Letter; and (cg) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 equivalents regardless of how designated of or in any of the IssuersIssuer) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to any of the Issuers 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 Stock 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereof.

The Pledge. As continuing collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby irrevocably grants, pledges and grants to the 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 the Pledgor’s right, title and interest in the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence arising and wherever located (all being collectively referred to in this Agreement herein as “Collateral”): (a) its 100% membership interest in Borrower and its successors, including all limited liability company interests in Borrower, together with the Stock Collateralcertificates (in a form attached hereto as Exhibit A and made a part hereof) evidencing the same (collectively, the “Pledged Interests”); (b) all ownership interests, membership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Collateral Account Pledged Interests, or otherwise received in exchange therefor, and any other cashwarrants, securities (including any Stock Collateral) rights or other property from time options issued to time held therein the holders of, or credited theretootherwise in respect of, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; andPledged Interests; (c) all cash and non-cash proceeds (including proceeds rights of proceeds) of Pledgor under the Relevant Documents or any of other agreement or instrument relating to the foregoingPledged Interests, including, all without limitation, (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents all rights of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time Pledgor to time received, receivable, receive moneys 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 equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation distributions with respect to any of the Issuers and any security entitlements with respect thereto); Pledged Interests due or to become due under or pursuant to the Relevant Documents, (ii) “Proceeds,” as such term is defined in the UCC; (iii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty, warranty or guaranty (including guaranties of delivery) payable from time to time with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, (iv) any and all of Pledgor’s voting rights, authority and power including without limitation all right and power to manage and control the affairs of Borrower, in each instance, arising from the ownership of the Pledged Interests, and (v) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (d) all proceeds of and to any of the Stock Collateral or proceeds thereof; property of Pledgor described in clauses (iva) payments through (in any form whatsoeverc) made or due and payable above and, to the Pledgor from time extent related to time any property described in connection with any requisitionsaid clauses or such proceeds, confiscationall books, condemnationcorrespondence, seizure credit files, records, invoices and other papers. The shares of membership interests, certificates, instruments or forfeiture of all other documents evidencing or any part of representing the Stock Collateral or proceeds thereof; and (v) other amounts from time foregoing shall be collectively referred to time paid or payable under or in connection with any of herein as the Stock Collateral or proceeds thereof“Pledged Securities.”

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor each Canadian Borrower hereby pledges and grants to the Lender Canadian Administrative Agent, for the benefit of the Canadian Lenders as hereinafter provided, a security interest in all of the Pledgorsuch Canadian Borrower’s right, title and interest in the following property, whether now owned by the 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 in this Agreement herein as “Collateral”): (a) the shares of Capital Stock Collateralof the Issuers represented by the certificates identified in Annex 1 hereto and all other shares of Capital Stock of whatever class of the Issuers, 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 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 Issuer shall be required to be pledged hereunder), in each case together with the certificates representing the same (collectively, the “Pledged Stock”); (b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, 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 the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of such Canadian Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the 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 Canadian Borrower itself) formed by or resulting from such consolidation or merger (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 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 Issuer shall be required to be pledged hereunder); (d) the Collateral Account and any other cash, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and (c) balance and all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor items from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture the Collateral Account; (e) intercompany obligations of foreign Subsidiaries owing to such Canadian Borrower; (f) all or any part promissory notes and all Intercompany Notes; and (g) all proceeds of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the property of such Canadian Borrower described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Canadian Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers. provided, however, that with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock Collateral or proceeds thereofof 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 Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Pledgors 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 to the Secured Party and grants to the Lender Secured Party a first priority, perfected security interest in all of the Pledgor’s 's right, title and interest in in, to and 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 in this Agreement as “Collateral”):collectively, the "Pledged Property"): ---------------- (ai) the Stock Collateralequity securities listed on Schedule 2.1 hereto, together ------------ with the certificates and instruments evidencing the same (collectively, the "Pledged Securities"); ------------------- (ii) all shares, securities, instruments, moneys or other property representing a dividend on any of the Pledged Securities, 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 any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (biii) in the Collateral Account and event of any other cash, securities (including any Stock Collateral) consolidation or other property from time to time held therein or credited thereto, including security entitlements, as defined merger in §8-102(a)(17) of the UCC, with respect to which any of the foregoing; Pledged Securities are converted or exchanged into one or more types of other securities, all such other securities into which the Pledged Securities are converted or exchanged and (civ) all cash and non-cash proceeds (including proceeds of proceeds) of any the Pledged Property (including, without limitation, proceeds that constitute property of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, or otherwise distributed types described 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 equivalents regardless of how designated of or in 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); clauses (ii) “Proceeds,” as such term is defined in the UCC; and (iii) proceeds of any insurancethis Section 2.1). During the term of this Agreement, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of all dividends and other distributions on the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable Pledged Property shall be paid directly to the Secured Party or such agent or nominee and retained by it as additional Pledged Property subject to the terms of this Agreement and, in either such case, if the Secured Party shall so request, the Pledgor from time shall execute and deliver to time in connection with any requisitionthe Secured Party appropriate additional proxies, confiscationpowers of attorney, condemnationdividend, seizure or forfeiture of all or any part of the Stock Collateral or proceeds thereof; distribution and (v) other amounts from time orders, instruments and documents to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofsuch ends.

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 in full performance when due (whether at stated maturityby such Holders of their respective obligations under the related Purchase Contracts, 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 and interest in of the following property, whether now owned by the Pledgor or hereafter acquired Purchase Contract Agent and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”): such Holders (a) in the Stock Senior Notes constituting a part of the Corporate Units and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), 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 IV hereof, in each case that have been Transferred to or received by 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; (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, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise, and (e) all 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 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, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Account Agent shall be the agent of 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 Treasury Securities subject to the Pledge, excluding any other cashSenior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes or Treasury Securities released from the Pledge as provided in Article IV hereof, securities (including any Stock Collateral) are hereinafter referred to as "Pledged Senior Notes" or other property the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) shall have full beneficial ownership of the UCC, with respect to any Collateral. Whenever directed by the Collateral Agent acting on behalf of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of Company, the Securities Intermediary shall have the right to reregister the Senior Notes or any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect held in physical form in its name. Except as may be required in order 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time release Senior Notes in connection 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 requisitioncertificate evidencing a Senior Note prior to the termination of this Agreement, confiscation, condemnation, seizure or forfeiture except Senior Notes may be held in any clearing corporation in an account including only assets of all or any part customers of the Stock Collateral Agent or proceeds thereof; and (v) other amounts from time Securities Intermediary. If it becomes necessary for the Securities Intermediary to time paid or payable under or relinquish physical possession of a certificate in connection with any order to release a portion of the Stock Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral or proceeds thereofAgent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, and performance by acceleration or otherwise) Borrower of the Secured Obligations, the Pledgor hereby pledges and grants to Agent (for the Lender benefit of Lender) a security interest in all of the Pledgor’s right, title title, interest, claim and interest estate 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 in this Agreement herein as “Collateral”): (ai) all stock certificates of, or other equity interests in, Borrower and all options, 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 stock certificates or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of Borrower or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the Stock Collateralforegoing (all such 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”); (bii) the Collateral Account and any other cashall certificates, securities (including any Stock Collateral) 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 from time due and to time held therein become due to Pledgor now or credited theretoin 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 of 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 which Pledgor now has or may in the future acquire in its capacity as a member of Borrower against Borrower and its property, including security entitlementsgeneral intangibles relating thereto in any manner or any respect; (v) all rights of Pledgor under the Charter Documents and/or applicable law, as defined including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise in §8-102(a)(17) connection with Pledgor’s ownership of the UCCPledged Interests, with respect to including general intangibles relating thereto in any of the foregoingmanner or any respect; and (cvi) to the extent not otherwise included in clauses (i) through (v), (A) all cash proceeds and non-cash proceeds products of any and all of the property of Pledgor described in clauses (including proceeds 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 proceeds) of or from any of the foregoing, including(ii) whatever is now or hereafter received by Pledgor upon the collection or sale, all exchange, lease, transfer or other disposition (iwhether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, benefitsgeneral intangibles, cashequipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangiblesdocuments, instruments, interestinsurance proceeds, inventorysecurities, investment and any other tangible or intangible personal property, premiums(iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of Collateral, profits(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 other property from time (v) the right to time receivedfurther transfer, receivableincluding to pledge, mortgage, license, assign or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution forsell, any of the Stock Collateral or proceeds thereof any interest therein, and (including B) to the extent related to any cashproperty described in said clauses or such proceeds, equity interests (including sharesall present and future books and records, unitsfiles, optionsinvoices, warrantspapers and correspondence relating thereto, interestsincluding, participationswithout 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 other equivalents regardless the business of how designated of Pledgor or in to any or all of the Issuers) or other securities or instruments issued after any recapitalizationCollateral, readjustmentall equipment, reclassificationreceptacles, merger or consolidation with respect to any of the Issuers containers and any security entitlements with respect thereto); (ii) “Proceeds,” as cabinets for 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 Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due books 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofrecords.

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 in full when due (whether at stated maturity, by acceleration or otherwise) benefit of the Secured ObligationsCompany and the Call Option Holder as their interests may appear), and grant to the Collateral Agent, the Pledgor hereby pledges Company and grants to the Lender Call Option Holder (as their interests may appear) a security interest in all of the Pledgor’s right, title and interest of such Holders in and to 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 following propertyname of, whether now owned 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 additional __________ 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, the initial Holders of such Normal Units, the Unit Agent and the Collateral Agent shall cause a number of Trust Preferred Securities equal to 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 Pledgor or hereafter acquired Unit Agent and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”): (a) the Stock Collateral; (b) the Collateral Account Agent shall constitute an acknowledgment by the Collateral Agent (as securities intermediary or otherwise) of the Pledge and any other cash, securities (including any Stock Collateral) of its holding of such Trust Preferred Securities or other property Pledged Securities substituted therefor in accordance with the provisions hereof subject to the Pledge and of its crediting such Trust Preferred Securities or other Pledged Securities to a separate account for purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction and the Applicable Treasury Regulations. Subject to the Pledge, the Holders from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCCUnits shall have full beneficial ownership of the Pledged Securities underlying such Units, and shall be entitled (directly or through the Collateral Agent) to all of the rights provided by such Pledged Securities, and the Company and the Call Option Holder shall have no rights with respect to any of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and such Pledged Securities 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 than their respective security interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereoftherein.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the each Pledgor hereby pledges and grants to the Lender Agent, for the benefit of the Banks as hereinafter provided, a security interest in all of the such Pledgor’s 's right, title and interest in the following property, whether now owned by the such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “Collateral”"COLLATERAL"): (a) the Stock Collateralshares of [common/preferred] stock of the Issuers represented by the certificates 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, in each case together with the certificates evidencing the same (collectively, the "PLEDGED STOCK"); (b) the Collateral Account and any other cashall shares, securities (including any Stock Collateral) securities, moneys or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to representing a dividend on any of the foregoing; andPledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, 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 the holders of, or otherwise in respect of, the Pledged Stock; (c) all cash without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Second Amended and non-cash proceeds (including proceeds of proceeds) Restated Credit Agreement, in the event of any consolidation or merger in which an Issuer AMENDED AND RESTATED PLEDGE AGREEMENT is not the surviving corporation, all shares of each class of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 capital stock of the Stock Collateral successor corporation (unless such successor corporation is such Pledgor itself) formed by or proceeds thereof resulting from such consolidation or merger; (including any cash, equity interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in any of d) 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor balance from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture the Collateral Account; and (e) all proceeds of all or any part of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral property of such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or proceeds thereofhereafter held by any Pledgor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers.

The Pledge. (a) As collateral security for full and timely performance of Pledgor's obligations under the prompt payment in full when due Supplemental Agreement (whether at stated maturity, by acceleration or otherwise) of the "Secured Obligations"), the Pledgor hereby pledges transfers, conveys, pledges, hypothecates and delivers to Pledgee and its successors and assigns, and grants to the Lender Pledgee and its successors and assigns a security interest in all the following property (collectively referred to herein as the "Collateral"): (i) the units of the Pledgor’s right, title and limited partnership interest in the following property, whether now Operating Partnership (the "Units") and the shares of common stock of the Company (the "Common Stock") owned by Pledgor identified in EXHIBIT A --------- hereto along with any shares of Common Stock exchanged for such Units (the Units and the Common Stock, collectively the "Pledged Securities"); (ii) all shares, securities, cash or property representing a dividend or distribution on any of the Pledged Securities resulting from a split-up, recapitalization, reclassification or other blanket change of the Pledged Securities or otherwise received in exchange therefor (which shall not include any quarterly or other regular cash dividend); (iii) any collateral substituted for the Pledged Securities pursuant to Section l(b) below; and ------------ (iv) all proceeds of the property described in clauses (i) and (ii) 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 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 hereafter acquired regular cash dividends paid on the Collateral as defined in Section l(b) below including any such dividends collected by Pledgee. If any of ------------ the above-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 whether now existing deliver to Pledgee such shares or hereafter coming into existence securities so received (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all being collectively referred of which thereafter shall be held by Pledgee pursuant to the terms of this Agreement, as part of the Collateral. The security interest in this the Collateral granted to Pledgee as security for the Secured Obligations shall terminate on [__________], except 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 “Collateral”): security for the Secured Obligations shall terminate when (a) such Pledgor's obligation under Section 3 of the Stock Collateral; 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, Pledgee shall forthwith cause to be assigned, transferred and delivered, against receipt, any remaining Collateral Account and any other cash, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, or otherwise distributed money received in respect of, to or on the order 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofPledgor.

The Pledge. As collateral security 2.1 The Pledgors agree to pledge the Pledged Equity they hold for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) Primary Debts and other relevant obligations and liabilities of the Secured ObligationsDebtors under the Master Contracts, and the Pledgor hereby pledges Pledgee agrees to accept such pledge. 2.2 The scope of pledge hereunder includes: (1) principal and grants interest of the Main Claims, penalty interest, compound interest, penalty, damages to be paid due to Default of the Debtors under the Master Contracts, costs payable to the Lender a security interest in all of the Pledgor’s right, title and interest in the following property, whether now owned Creditor by the Pledgor or hereafter acquired Debtors, costs incurred by the Creditor for realizing the claims and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”): (a) the Stock Collateral; (b) the Collateral Account and any other cashsecurity interests, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoingetc.; and (c2) The costs incurred by the Creditor for realizing the claims and security interests refer to all cash costs incurred by the Creditor in exercising any right or interest under the Master Contracts, this Agreement and non-cash proceeds other guarantee contracts, including but not limited to the litigation costs (including proceeds of proceeds) of any of the foregoingor arbitration fee), includingattorney’s fee, all (i) accountsappraisal fee, benefitsauction fee, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profitstravel expenses, and other property from time costs. 2.3 The period for satisfaction of debts by the Debtors shall be subject to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any the provisions of the Stock Collateral Master Contracts. 2.4 The Pledgors shall, within 10 Business Days upon execution of this Agreement, assist the Pledgee in completing 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, and 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 proceeds thereof (including obtain approval or filing documents issued by the relevant Governmental Authorities, and 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 cashcost incurred from collection of the fructus. 2.6 The Pledgee may transfer the Primary Claims and the rights, equity titles and interests (including shareshereunder after giving a written notice to the Pledgors, units, options, warrants, interests, participations, without consent of the Pledgors. The Pledgors shall assist the Pledgee or the transferee in completing all approval or registration formalities or other equivalents regardless of how designated of or in 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 formalities required for 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 Stock 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 Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereoftransfer.

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, the each Pledgor hereby irrevocably grants, pledges and grants to the 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 the such Pledgor’s right, title and interest in the following property, whether now owned by the such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “Collateral”): (a) the Stock CollateralPledged Interests; (b) all ownership interests, limited liability company interests, limited partnership interests, membership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Collateral Account Pledged Interests, or otherwise received in exchange therefor, and any other cashwarrants, securities (including any Stock Collateral) rights or other property from time options issued to time held therein the holders of, or credited theretootherwise in respect of, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; andPledged Interests; (c) all cash and non-cash proceeds (including proceeds rights of proceeds) of such Pledgor under the applicable Relevant Documents or any of other agreement or instrument relating to the foregoingPledged Interests, including, all without limitation, (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents all rights of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time such Pledgor to time received, receivable, receive moneys 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 equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation distributions with respect to any of the Issuers Pledged Interests due and any security entitlements with respect thereto); to become due under or pursuant to the applicable Relevant Documents, (ii) “Proceeds,” as all rights of such term is defined in the UCC; (iii) Pledgor to receive proceeds of any insurance, indemnity, warranty, warranty or guaranty (including guaranties of delivery) payable from time to time with respect to the Pledged Interests, (iii) all claims of such Pledgor for damages arising out of or for breach of or default under a Relevant Document, and (iv) any 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 relating to the foregoing; and (e) all proceeds of and to any of the Stock Collateral or proceeds thereof; property of such Pledgor described in clauses (iva) payments through (in any form whatsoeverd) made or due and payable above and, to the Pledgor from time extent related to time any property described in connection with any requisitionsaid clauses or such proceeds, confiscationall books, condemnationcorrespondence, seizure or forfeiture of all or any part of the Stock Collateral or proceeds thereof; credit files, records, invoices and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofpapers.

The Pledge. As continuing collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby irrevocably grants, pledges and grants assigns, subject to the Lender terms of this Agreement and the other Loan Documents, a continuing first priority lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Lender as collateral security, all of the Pledgor’s 's right, title and interest in 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 in this Agreement herein as “the "Collateral”"): (a) the Stock Collateralall Pledged Securities; (b) all ownership interests, membership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Collateral Account Pledged Securities, or otherwise received in exchange therefor, and any other cashwarrants, securities (including any Stock Collateral) rights or other property from time options issued to time held therein the holders of, or credited theretootherwise in respect of, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; andPledged Securities; (c) all cash and non-cash proceeds (including proceeds rights of proceeds) of Pledgor under the Relevant Documents or any of other agreement or instrument relating to the foregoingPledged Securities, including, all without limitation, (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents all rights of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time Pledgor to time received, receivable, receive moneys 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 equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation distributions with respect to any of the Issuers Pledged Securities due and any security entitlements with respect thereto); to become due under or pursuant to the Relevant Documents, (ii) “Proceeds,” as such term is defined in the UCC; (iii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty, warranty or guaranty (including guaranties of delivery) payable from time to time with respect to 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 Relevant Document, and (iv) to the extent permitted by applicable law any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (d) all proceeds of and to any of the Stock Collateral or proceeds thereof; property of Pledgor described in clauses (iva) payments through (in any form whatsoeverc) made or due and payable above and, to the Pledgor from time extent related to time any property described in connection with any requisitionsaid clauses or such proceeds, confiscationall books, condemnationcorrespondence, seizure or forfeiture of all or any part of the Stock Collateral or proceeds thereof; credit files, records, invoices and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofpapers.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor Parent hereby pledges and grants to the Lender Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the PledgorParent’s right, title and interest in the following property, whether now owned by the Pledgor 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 in this Agreement herein as “Collateral”): (a) the shares of Capital Stock Collateralof the Issuers identified in Annex 1 hereto and all other 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 evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, 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 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 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 required to 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 management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), 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 the Parent; (e) intercompany obligations of foreign Subsidiaries owing to the Parent; (f) the Collateral Account and any other cash, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and (c) balance and all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable to the Pledgor items from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture the Collateral Account; (g) all promissory notes and all Intercompany Notes; and (h) all proceeds of all or any part of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the property of the Parent described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by the Parent in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in 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, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. Notwithstanding the foregoing, the Collateral or proceeds thereofshall not include, and 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 pledge non-Voting Stock of the Issuers.

The Pledge. As continuing collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby irrevocably grants, pledges and grants to the 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 the Pledgor’s right, title and interest in the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence arising and wherever located (all being collectively referred to in this Agreement herein as “Collateral”): (a) its 100% membership interest in Borrower and its successors, including all limited liability company interests in Borrower, together with the Stock Collateralcertificates (in a form attached hereto as Exhibit A and made a part hereof) evidencing the same (collectively, the “Pledged Interests”); (b) all ownership interests, membership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Collateral Account Pledged Interests, or otherwise received in exchange therefor, and any other cashwarrants, securities (including any Stock Collateral) rights or other property from time options issued to time held therein the holders of, or credited theretootherwise in respect of, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; andPledged Interests; (c) all cash and non-cash proceeds (including proceeds rights of proceeds) of Pledgor under the Relevant Documents or any of other agreement or instrument relating to the foregoingPledged Interests, including, all without limitation, (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents all rights of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time Pledgor to time received, receivable, receive moneys 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 equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation distributions with respect to any of the Issuers and any security entitlements with respect thereto); Pledged Interests due or to become due under or pursuant to the Relevant Documents, (ii) “Proceeds,” as such term is defined in the UCC; (iii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty, warranty or guaranty (including guaranties of delivery) payable from time to time with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, (iv) any and all of Pledgor’s voting rights, authority and power including without limitation all right and power to manage and control the affairs of Borrower, in each instance, arising from the ownership of the Pledged Interests, and (v) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (d) all proceeds of and to any of the Stock Collateral or proceeds thereof; property of Pledgor described in clauses (iva) payments through (in any form whatsoeverc) made or due and payable above and, to the Pledgor from time extent related to time any property described in connection with any requisitionsaid clauses or such proceeds, confiscationall books, condemnationcorrespondence, seizure credit files, records, invoices and other papers. The shares of membership interests, certificates, instruments or forfeiture of all other documents evidencing or any part of representing the Stock Collateral or proceeds thereof; and (v) other amounts from time foregoing shall be collectively referred to time paid or payable under or in connection with any of herein as the Stock Collateral or proceeds thereof“Pledged Securities.”

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, and performance by acceleration or otherwise) Pledgor of the Secured Pledgor Obligations, the Pledgor hereby pledges and grants to Agent (for the Lender benefit of Lender) a first priority security interest in all of the Pledgor’s right, title and interest in and to the following propertyfollowing, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as collectively, the “Collateral”): (ai) the Stock Collateralall Pledged Interests; (bii) all certificates, instruments, or other writings representing or evidencing the Collateral Account Pledged Interests, and all accounts and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all 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 of Mortgage Borrower, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all other claims which Pledgor now has or may in the future acquire in its capacity as a member of Mortgage Borrower against Mortgage Borrower and its property; (v) all right, title and interest of Pledgor under the Interest Rate Cap Agreement and any other cashreplacements, securities amendments or supplements thereto, including, but not limited to, all “accounts”, “chattel paper”, “general intangibles” and “investment property” (including any Stock Collateral) or other property as such terms are defined in the Uniform Commercial Code as from time to time held therein in effect) constituting or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect relating to any of 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 (c) and all cash products and non-cash proceeds (including proceeds of proceeds) of any of the foregoing; (vi) all right, title and interest of Pledgor under the Charter Documents, including, all without limitation, (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents all rights of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time Pledgor to time received, receivable, receive moneys 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 equivalents regardless of how designated of or in any of the Issuers) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation distributions with respect to the Pledged Interests due and to become due under or pursuant to any of the Issuers and any security entitlements with respect thereto); Charter Document, (ii) “Proceeds,” as such term is defined in the UCC; (iii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty, warranty or guaranty (including guaranties of delivery) payable from time to time 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 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,” “instruments” and “investment property,” in each case as defined in the Uniform Commercial Code, constituting or relating to the foregoing; and (vii) to the extent not otherwise included in clauses (i) through (vi), all proceeds of and to any of the Stock Collateral or proceeds thereof; property of Pledgor described in clauses (ivi) payments through (in any form whatsoevervi) made or due and payable above and, to the Pledgor from time extent related to time any property described in connection with any requisitionsaid clauses or such proceeds, confiscationall books, condemnationcorrespondence, seizure or forfeiture of all or any part of the Stock Collateral or proceeds thereof; credit files, records, invoices and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofpapers.

The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor Obligor hereby pledges and grants to the Lender Administrative Agent, for the benefit of the Lenders, a security interest in all of the Pledgor’s Obligor's right, title and interest in the following property, whether now owned by the Pledgor Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “"Pledged Collateral”"): (a) the Stock Collateralshares in the Westside Entities, ▇▇▇▇▇ City, Mission del Cielo and the membership interests in MGE identified in Annex 1 or other ownership interests of whatever class or character in these companies, now or hereafter owned by the Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the "Pledged Interests"); (b) all membership interests, stock, securities, moneys or property representing 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 any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests; (c) in the event of any consolidation or merger involving the Collateral Account and 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 cashcertificates of membership interests, securities (including any Stock Collateral) shares, securities, properties or other property moneys as may from time to time held therein be pledged hereunder pursuant to clause (a) or credited thereto, including security entitlements, (b) above and this clause (c)being herein collectively referred to as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and"Stock Collateral"); (cd) the Collateral Accounts and all cash amounts, Permitted Investments and non-cash proceeds other property (including proceeds of proceeds) of any of the foregoingsecurities, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventoryfinancial assets, investment property, premiumssecurity entitlements and instruments, profits, as applicable) at any time deposited in or credited thereto 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 equivalents regardless of how designated of or in 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 all security entitlements with respect thereto), including without limitation the Big Four Revenue; and (iie) “Proceeds,” as such term is defined in the UCC; (iii) all proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect and to any of the Stock 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 property of the Stock Collateral Obligor described in the preceding clauses of this Section 3(including all causes of action, claims and warranties now or proceeds thereof; and (v) other amounts from time to time paid or payable under or hereafter held by the Obligor in connection with respect of any of the Stock Collateral items listed above) and, to the extent related to any property described in said clauses or proceeds thereofsuch proceeds, all books, correspondence, credit files, records, invoices and other 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 in full 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, the Pledgor and hereby pledges and grants to the Lender 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 Pledgor’s rightPledged Collateral, title as collateral security for the prompt and interest complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Parity Lien Obligations: (i) the membership interests in the following propertyMidwest identified in Annex 1 hereto or other ownership interests of whatever class or character of Midwest, whether now or hereafter owned by the Pledgor Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the "Pledged Interests"); (ii) all membership interests, stock, securities, moneys or hereafter acquired property representing 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 whether now existing any subscription warrants, rights or hereafter coming into existence options issued to the holders of, or otherwise in respect of, the Pledged Interests; (iii) in the event of any consolidation or merger involving Midwest or the Obligor in which Midwest 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 (i) or (ii) above and this clause (iii) being herein collectively referred to as the "Stock Collateral"); and (iv) 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, claims and warranties now or hereafter held by the Obligor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers, including all tapes, cards, computer runs and other papers and documents 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. 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 Priority Lien Obligations and the second priority Lien securing the payment and performance of the Parity Lien Obligations, in each case, as “Collateral”): (a) may be more particularly set forth in the Stock Collateral;Collateral Trust Agreement. 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 Collateral Account contrary, the Obligor shall remain liable for all obligations under and any other cash, securities (including any Stock Collateral) or other property from time to time held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; and (c) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, or otherwise distributed in respect of the Pledged Collateral and nothing contained herein is intended or in exchange for, or as shall be a replacement delegation 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 equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable duties to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all Collateral Trustee or any part of the Stock Collateral or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofSecured 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 ObligationsObligations now existing or hereafter arising, the Pledgor hereby pledges and grants to the Lender Collateral Agent for the benefit of the Secured Parties as hereinafter provided, a lien on and security interest in in, all of the Pledgor’s ▇▇▇▇▇▇▇'▇ right, title and interest in in, to and under the following propertyfollowing, 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 in this Agreement herein as “Collateral”"COLLATERAL"): (a) the Stock Collateralmembership 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 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 in exchange for, the Collateral Account described in paragraphs (a) and any (b) above; and (ii) all other cashconsideration (including, securities without limitation, all personal property, tangible or intangible) received in exchange Pledge Agreement for such Collateral (including any Stock Collateral) the Pledged Interests, together with all other certificates, shares, securities, moneys, membership interests, stock or other property Property as may from time to time held therein be pledged hereunder pursuant to paragraph (a) or credited thereto(b) above and this paragraph (c) and the proceeds of and to any such property and, to the extent related to any such property or such proceeds, all books, correspondence, credit files, records, invoices and other papers, being herein collectively called the "OWNERSHIP COLLATERAL"); (i) all of Pledgor's right, title and interest (x) under the LLC Agreement, including security entitlementsall voting and management rights and all rights to grant and withhold consents and approvals, as defined in §8-102(a)(17and (y) regarding access to and inspection and use of all books and records, including computer software and computer software programs, of the UCCBorrower, with respect and (ii) all other rights, interests, property or claims to which the Pledgor may be entitled in its capacity as member of the Borrower; and (e) all proceeds of any of the foregoing; and provided, however, any distributions, payments or releases (c) all cash and non-cash proceeds (including proceeds whether in the form of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other property from time to time received, receivable, instruments or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of otherwise) properly made by the Stock Collateral or proceeds thereof (including any cash, equity interests (including shares, units, options, warrants, interests, participations, or other equivalents regardless of how designated of or in 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 insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and payable Borrower to the Pledgor pursuant to Section 8.13 of the Credit Agreement shall automatically be released from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any the Lien granted hereunder and shall no longer be part of the Stock Collateral upon the making of such distribution, payment or proceeds thereof; and (v) other amounts from time to time paid or payable under or in connection with any of the Stock Collateral or proceeds thereofrelease.

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 in full 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, the Pledgor and hereby pledges and grants to the Lender 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 Pledgor’s rightPledged Collateral, title as collateral security for the prompt and interest in complete payment and performance when due (whether at the following propertystated maturity, whether by acceleration or otherwise) of the Parity Lien Obligations: (i) all promissory notes now owned by the Pledgor held or hereafter acquired and whether now existing or hereafter coming into existence by the Obligor (all being collectively referred to in this Agreement as “Collateral”): (a) including the Stock CollateralPowerton/Joliet Lease Intercompany Notes); (bii) all Governmental Approvals now or hereafter held in the Collateral Account name, or for the benefit, of the Obligor (provided that any Governmental Approval which by its terms or by operation of law would become void, voidable, terminable, or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein was granted hereunder is expressly excepted and excluded from the Lien 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 cashPerson (as amended, securities (including any Stock Collateral) supplemented, amended and restated or other property otherwise modified and in effect from time to time held therein or credited theretotime), including security entitlements, as defined in §8-102(a)(17the following agreements and contracts: (A) of all Project Contracts; (B) the UCC, with respect to any of the foregoingInterconnection Agreements; and (cC) all cash each and non-cash proceeds every bond, indemnity, warranty guaranty and other similar document relating to the performance by any party (including proceeds of proceedsother 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, (iIII) accountsall 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, benefitsamend, cashsupplement, chattel papermodify or waive performance under the Assigned Agreements, contract rightsto perform thereunder and to compel performance and otherwise to exercise all remedies thereunder; (iv) all deposit accounts and all securities accounts (including the Collateral Account) and all amounts, deposit accountsPermitted Investments and other property (including securities, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventoryfinancial assets, investment property, premiumssecurity entitlements and instruments, profits, as applicable) at any time deposited in or credited thereto 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 equivalents regardless of how designated of or in 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 all security entitlements with respect thereto; (v) all proceeds of casualty insurance policies; (vi) all general intangibles (including payment intangibles and software) and accounts of the Obligor constituting any right to the payment of money, including all moneys due and to become due to the 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 Obligor under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Obligor and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein, collectively, called "Accounts"); (vii) 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 accounts, 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 (iixviii) “Proceeds,” as such term is defined all proceeds, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Obligor described in the UCC; preceding clauses of this Section 3 (iii) proceeds including all causes of action, claims and warranties now or hereafter held by the Obligor in respect of any insuranceof the items listed above) and, indemnityto the extent related to any property described in said clauses or such proceeds, warrantyall books, correspondence, credit files, records, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or guaranty (including guaranties under the control of delivery) payable the Obligor or any computer bureau or service company from time to time with respect to acting for the Obligor. Notwithstanding any of the Stock Collateral other provisions set forth in this Section 3 or proceeds thereof; (iv) payments (any other Security Document to the contrary, this Agreement shall not, at any time, constitute a grant of a security interest in any form whatsoeverproperty of the Obligor that is, at such time, an Excluded Asset. The Obligor and the Collateral Trustee hereby acknowledge and agree that the security interest created hereby in the Pledged Collateral is not, in and of itself, to be construed as a grant of a fee interest (as opposed to security interest) made in any Copyright, Patent or due Trademark. This Agreement, and payable 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 Pledgor from time to time Obligor, whether or not a claim for post-filing or post-petition interest is allowed in connection with any requisitionsuch proceeding), confiscationfees, condemnationpremiums, seizure penalties, indemnifications, expenses or forfeiture of otherwise, and including all or any amounts that constitute part of the Stock Collateral Secured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or proceeds thereof; 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 (vB) 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 other amounts from time Secured Party, (ii) the Obligor shall remain liable under each of the agreements included in the Pledged Collateral, including the Assigned Agreements, to time paid 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 payable liability under or in connection with any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Stock Collateral Trustee or proceeds thereofany 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, including any agreements relating to the Assigned Agreements, and (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, including any agreements relating to the Assigned Agreements.