Common use of Pledge Agreements Clause in Contracts

Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12.

Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder (other than to the Company or a Subsidiary Guarantor) or a disposition to which the Required Lenders have consented, (ii) to release any Lien on Securitization Assets in connection with any sale, transfer or other disposition of Securitization Assets (and Securitization Assets subject to Liens permitted by Section 7.02(m)), pursuant to a Permitted Securitization Financing permitted by Section 7.01(l) and to release any Lien on Securitization Entity Assets (as defined in the Pledge Agreement) and (iiiii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y y) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 10.02 and Section 10.12 (including as to whether a transaction is permitted hereunder or constitute a Permitted Securitization Financing permitted by Section 7.01(l) and as to the Administrative Agent’s authority hereunder and thereunder) on a certificate or similar instrument provided to it by the Company or any Subsidiary Guarantor without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Company and/or the Subsidiary Guarantors upon request.

Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge AgreementThe Company shall execute or cause to be executed, nor any provision thereof by no later than sixty days (or such later date as may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and agreed upon by the Administrative Agent with Agent) after the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or date on which any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any First Tier Foreign Subsidiary owned directly would, but for its status as an Affected Foreign Subsidiary, qualify or be designated by the Company or any as a Subsidiary Guarantor, to release any Lien a Pledge Agreement in favor of the Administrative Agent pursuant for the benefit of the Holders of Secured Obligations with respect to the Applicable Pledge Agreement Percentage of all of the outstanding Equity Interests of such First Tier Foreign Subsidiary; provided that (x) no such pledge of the Equity Interests of a First Tier Foreign Subsidiary shall be required hereunder to the extent covering more than 65% such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that such pledge would not provide material Collateral for the benefit of the voting capital Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements and (y) no such pledge of the Equity Interests of Xxxxxxxx & Struggles (UK) Limited shall be required hereunder unless and until such pledge is required by the Administrative Agent. The Company further agrees to deliver to the Administrative Agent all such Pledge Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions (unless the requirement to deliver such legal opinions is waived by the Administrative Agent in such instance in its discretion), the stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such Foreign Subsidiary (it being understood pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall not be required to release any other capital stock reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no Pledge Agreement in respect of the pledge of Equity Interests of a Foreign Subsidiary owned directly shall be required until the date that is sixty (60) days following the Effective Date (or such later date as is agreed to by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12its reasonable discretion).

Pledge Agreements. Neither On or before the Pledge Agreement nor Initial Borrowing Date, each Pledgor (excluding any Foreign Pledgor where the Holdings Guaranty Administrative Agent determines, based on advice of local counsel, that it would be preferable for the respective Foreign Pledgor not to execute and deliver the U.S. Pledge Agreement, nor but to execute and deliver one or more Foreign Pledge Agreements as contemplated below) shall have duly authorized, executed and delivered the U.S. Pledge Agreement in the form of Exhibit G (as amended, modified or supplemented from time to time, the “U.S. Pledge Agreement”). With respect to (A) any provision thereof may be waivedForeign Pledgor, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by if the Administrative Agent with determines (based on advice of local counsel) that it would be in the consent interests of the Required LendersLenders that the respective Foreign Pledgor authorize, provided thatexecute and deliver a pledge agreement governed by the laws of the jurisdiction in which such Foreign Pledgor is organized and (B) any Pledgor (whether organized under the laws of the United States or a non-U.S. jurisdiction) which is pledging equity interests in one or more Persons organized under the laws of a different jurisdiction from the jurisdiction of organization of the respective Pledgor, without the prior consent of each Lender, if the Administrative Agent shall not determines (except as provided herein or based on advice of local counsel) that it would be in the Pledge Agreement) release all or any substantial part interests of the collateral Lenders that the respective Pledgor authorize, execute and deliver one or otherwise terminate all or any substantial part more additional pledge agreements governed by the laws of the Liens under the Pledge Agreement jurisdiction or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, jurisdictions in which event the Administrative Agent may consent to such junior Lien provided that it obtains Person or Persons whose equity interests are being pledged is (or are) organized, then the consent of respective Pledgor shall take the Required Lenders theretoactions contemplated by clause (A) and/or (B), alter as the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateralcase may be, except that no such consent shall be requiredabove (and, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in clause (xA) any above, shall not execute the U.S. Pledge Agreement). Each pledge agreement to be executed and delivered by one or more Credit Parties pursuant to the immediately preceding sentence (as modified, amended or supplemented from time to time, the “Foreign Subsidiary owned directly Pledge Agreements” and each, a “Foreign Pledge Agreement”) shall be prepared by the Company or any Subsidiary Guarantor, local counsel satisfactory to release any Lien in favor of the Administrative Agent pursuant and be in form and substance satisfactory to the Administrative Agent, and shall conform as nearly as possible (as to the obligations secured thereby and the rights intended to be granted thereunder) to the U.S. Pledge Agreement, taking into account variations necessary or desirable under applicable local law. In connection with the execution and delivery of the Foreign Pledge Agreements, the respective Credit Parties shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) thereby. The U.S. Pledge Agreement to and each Foreign Pledge Agreement listed on Section A of Schedule IV shall be in full force and effect. Each Pledgor is listed on Section B of Schedule IV. Furthermore, in connection with the extent covering more than 65% execution and delivery of the voting capital stock of such U.S. Pledge Agreement and each Foreign Subsidiary Pledge Agreement (it being understood that where applicable), the Administrative Agent following shall not be required to release any other capital stock of a Foreign Subsidiary owned directly provided by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12.respective Credit Party:

Pledge Agreements. Neither The Company shall execute or cause to be executed, by no later than sixty days (or such later date as is agreed to by the Collateral Agent in its reasonable discretion) after the date on which any Material Subsidiary which is a First Tier Foreign Subsidiary which would, but for its status as an Affected Foreign Subsidiary, qualify as a Subsidiary Guarantor, a Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by Collateral Agent for the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent benefit of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement Secured Parties with respect to the Applicable Pledge Percentage of all or any substantial part of the outstanding Equity Interests of such collateral, except Material Subsidiary; provided that no such consent pledge of the Equity Interests of a First Tier Foreign Subsidiary shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted required hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% such pledge is prohibited by applicable law or the Collateral Agent and its counsel reasonably determine that, in light of the voting capital cost and expense associated therewith, such pledge would not provide material Pledged Equity for the benefit of the Secured Parties pursuant to legally binding, valid and enforceable Pledge Agreements. The Company further agrees to deliver to the Collateral Agent all such Pledge Agreements, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such Foreign Subsidiary (it being understood pledge) in each case in form and substance reasonably satisfactory to the Collateral Agent, and in a manner that the Administrative Agent shall not be required to release any other capital stock reasonably satisfied that it has a first priority perfected pledge of or charge over the Pledged Equity related thereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no Pledge Agreement in respect of the pledge of Equity Interests of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Material Subsidiary which is not owned directly a First Tier Foreign Subsidiary shall be required until the date that is 60 days after the Effective Date (or such later date as is agreed to by the Company or any Subsidiary Guarantor, to release any lien Collateral Agent in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12its reasonable discretion).

Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge Agreementshall execute or cause to be executed, nor any provision thereof may be waived, amended by no later than sixty (60) days (or modified except pursuant such later date as is required to an agreement obtain required governmental consents or agreements in writing entered into by the Credit Parties party thereto, and approvals provided that Holdings is diligently pursuing such consents or approvals or as is otherwise agreed to by the Administrative Agent with in its reasonable discretion) after the consent of the Required Lendersdate on which any Person becomes a Domestic Subsidiary or which any Subsidiary that is a First Tier Foreign Subsidiary would qualify as a Material Foreign Subsidiary, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the a Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to for the benefit of the Secured Parties with respect to, (x) in the case of a Domestic Subsidiary (including, for purposes of this Section 5.10, the Borrower), 100% of all of the outstanding Equity Interests of such Pledge Agreement Subsidiary and (y) in the case of a Material Foreign Subsidiary, 65% of all of the outstanding Equity Interests of such Pledge Subsidiary; provided that (i) no such pledge of the Equity Interests of the China JV shall be required hereunder and (ii) no such pledge of the Equity Interests of a Pledge Subsidiary that is a First Tier Foreign Subsidiary shall be required hereunder to the extent covering more than 65% the Administrative Agent and its counsel reasonably determine that, in light of the voting capital cost and expense associated therewith, such pledge would not provide material Pledged Equity for the benefit of the Secured Parties pursuant to legally binding, valid and enforceable Pledge Agreements. Holdings and the Borrower further agree to deliver to the Administrative Agent all such Pledge Agreements, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such Foreign Subsidiary (it being understood pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall not be reasonably satisfied that it has a first priority perfected pledge of or charge over the Pledged Equity related thereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no Pledge Agreement in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a First Tier Foreign Subsidiary shall be required until the date that occurs sixty (60) days after the Effective Date or the date on which a Subsidiary becomes a Pledge Subsidiary (or such later date as is required to release any other capital stock of a Foreign Subsidiary owned directly obtain required governmental consents or approvals provided that Holdings is diligently pursuing such consents or approvals or as is otherwise agreed to by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12its reasonable discretion).

Pledge Agreements. Neither the Pledge Agreement nor or the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d10.02(c) shall be deemed to limit the provisions of Section 10.12.

Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge AgreementThe Borrower shall execute or cause to be executed, nor any provision thereof may be waived, amended by no later than thirty (30) days (or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and such later date as is agreed upon by the Administrative Agent acting in consultation with the consent Lenders) after (i) each Foreign Pledge Event and (ii) the consummation of any Acquisition pursuant to which the certificate described under clause (h) of the Required Lendersdefinition of Permitted Acquisition demonstrates that a Foreign Pledge Event will occur as a result of such acquisition, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the a Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by Collateral Agent for the benefit of the Holders of Secured Obligations with respect to the Applicable Pledge Agreement Percentage of the Equity Interests in each First-Tier Foreign Subsidiary and all to the extent necessary or the Holdings Guaranty and appropriate so that a Foreign Pledge AgreementEvent no longer exists or, notwithstanding such Acquisition, will not exist, in which event each case after giving effect to such pledges; provided that no such pledge of the Equity Interests in a First-Tier Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Administrative Agent may consent and its counsel reasonably determine that such pledge would not provide material Collateral for the benefit of the Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. The Borrower further agrees to deliver to the Collateral Agent all such Pledge Agreements and other related Collateral Documents, together with appropriate corporate resolutions and other corporate documentation (including, to the extent requested by the Administrative Agent, legal opinions, stock certificates representing the Equity Interests subject to such junior Lien provided that it obtains the consent of the Required Lenders thereto)pledge, alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to all or any substantial part perfect the Lien of such collateral, except that no such consent shall be required, pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consentedand its counsel, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood a manner that the Administrative Agent shall not be required to release any other capital stock reasonably satisfied that the Collateral Agent has a first priority perfected pledge of a Foreign Subsidiary owned directly by or charge over the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Collateral related thereto.

Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge AgreementThe Company shall execute or cause to be executed, nor any provision thereof by no later than sixty days (or such later date as may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and agreed upon by the Administrative Agent with Agent) after the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or date on which any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any First Tier Foreign Subsidiary owned directly would, but for its status as an Affected Foreign Subsidiary, qualify or be designated by the Company or any as a Subsidiary Guarantor, to release any Lien a Pledge Agreement in favor of the Administrative Agent pursuant for the benefit of the Holders of Secured Obligations with respect to the Applicable Pledge Agreement Percentage of all of the outstanding Equity Interests of such First Tier Foreign Subsidiary; provided that (x) no such pledge of the Equity Interests of a First Tier Foreign Subsidiary shall be required hereunder to the extent covering more than 65% such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that such pledge would not provide material Collateral for the benefit of the voting capital Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements and (y) no such pledge of the Equity Interests of Xxxxxxxx & Struggles (UK) Limited shall be required hereunder unless and until such pledge is required by the Administrative Agent. The Company further agrees to deliver to the Administrative Agent all such Pledge Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions (unless the requirement to deliver such legal opinions is waived by the Administrative Agent in such instance in its discretion), the stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such Foreign Subsidiary (it being understood pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall not be required to release any other capital stock reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no Pledge Agreement in respect of the pledge of Equity Interests of a Foreign Subsidiary owned directly shall be required until the date that is sixty (60) days following the Restatement Effective Date (or such later date as is agreed to by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12its reasonable discretion).

Pledge Agreements. Neither The Company covenants that if at any time the Pledge Agreement nor Company or any Domestic Subsidiary owning stock or Ownership Interests of a Material Foreign Subsidiary is required to secure the Holdings Guaranty obligations under a Primary Credit Facility with a security interest in such stock or Ownership Interest of such Material Foreign Subsidiary, the Company will promptly execute, or cause such Domestic Subsidiary owning such stock or Ownership Interests of a Material Foreign Subsidiary to promptly execute, a pledge agreement to pledge to the Collateral Agent for the benefit of the holders of the Notes and Pledge Agreement, nor any provision thereof may be waived, amended or modified except other secured parties pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Intercreditor Agreement with respect to all or any substantial part the lesser of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is 65% of the subject outstanding stock or other Ownership Interests of either a disposition of property permitted hereunder Material Foreign Subsidiary, or a disposition to which the Required Lenders have consented, and (ii) in all of the case stock or other Ownership Interests of any equity interest in (x) any such Material Exhibit 10.2 Foreign Subsidiary owned directly by the Company or such Domestic Subsidiary at any Subsidiary Guarantor, time. The Company further agrees to release any Lien in favor of the Administrative Agent pursuant deliver to the Pledge Agreement Collateral Agent all such pledge agreements, to the extent covering more than necessary to grant the Collateral Agent a security interest in 65% of the voting capital outstanding stock or other Ownership Interests of each first-tier Material Foreign Subsidiary, together (to the extent available and applicable) with appropriate corporate resolutions and other documentation (including the certificates representing the stock or Ownership Interests of such Material Foreign Subsidiary subject to such pledge, executed assignments separate from the certificates (it being understood that the Administrative Agent shall not be required stock powers) for such certificates with respect to release any other capital stock of a Material Foreign Subsidiary owned directly by thereto executed in blank, such other documents as shall be reasonably requested to perfect the Company or any Subsidiary GuarantorLien of such pledge, and, if the lenders under a Primary Credit Facility have received similar legal opinions, opinions of counsel addressed to the holders of the Notes), in each case in form and substance reasonably satisfactory to the Required Holder(s), and (y ) any Foreign Subsidiary which is not owned directly by in a manner that the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(dRequired Holder(s) shall be deemed reasonably satisfied that the Collateral Agent has a first priority perfected pledge of or charge over the Ownership Interest pledged pursuant to limit the provisions of Section 10.12such pledge agreements.”

Pledge Agreements. Neither the Pledge Agreement nor or the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, (ii) to release any Lien covering property of any Foreign Subsidiary that is an Obligor (including any Lien on capital stock in Subsidiaries that are owned by such Foreign Subsidiary) that is designated by the Company as a Non-Guarantor Restricted Foreign Subsidiary in compliance with the requirements of Section 6.10(c), and (iiiii) in the case of any equity interest in (x) any Non-Guarantor Restricted Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Non-Guarantor Restricted Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Non-Guarantor Restricted Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d10.02(c) shall be deemed to limit the provisions of Section 10.12.. Credit Agreement -108-

Pledge Agreements. Neither On the Initial Borrowing Date, (i) each US ----------------- Credit Party shall have duly authorized, executed and delivered the US Pledge Agreement nor in the Holdings Guaranty and Pledge Agreementform of Exhibit G, nor any provision thereof may be waivedwith such changes thereto, amended or modified except pursuant to an agreement additional pledge agreements (or agreements in writing amendments thereto) entered into by the Credit Parties party theretoin connection therewith, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien foreign counsel for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent suggest in respect of any Pledge Agreement Collateral of any Foreign Subsidiary to such junior Lien provided that it obtains be pledged by any US Credit Party (as amended, restated, modified and/or supplemented from time to time in accordance with the consent of terms thereof and hereof, collectively, the Required Lenders thereto"US Pledge Agreements" and each, a "US Pledge Agreement"), alter the relative priorities (ii) each Foreign Credit Party (other than such Foreign Credit Parties that do not own any equity of the obligations entitled any other Person) shall have duly authorized, executed and delivered one or more other pledge agreements in form and substance satisfactory to the benefits of Administrative Agent and as foreign counsel for the Liens created under Administrative Agent may suggest in connection with the Pledge Agreement or Collateral to be pledged by any such Foreign Credit Party (such pledge agreements referred to in this clause (ii), as the Holdings Guaranty same may be amended, restated, modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the "Foreign Pledge Agreements" and each, a "Foreign Pledge Agreement"; and the Foreign Pledge Agreements, together with the US Pledge Agreements (as well as any pledge agreements delivered pursuant to Section 8.11(a)), are collectively, the "Pledge Agreements"), (iii) each Credit Party party to a Pledge Agreement with respect shall have delivered to the Collateral Agent, as Pledgee thereunder, all or any substantial part of the certificated Pledge Agreement Collateral, if any, referred to therein and then owned by each such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorizedCredit Party, (iA) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) endorsed in blank in the case of any equity interest in promissory notes constituting such Pledge Agreement Collateral and (B) together with (x) any Foreign Subsidiary owned directly executed and undated stock powers in the case of capital stock constituting such Pledge Agreement Collateral and (y) proper Financing Statements (Form UCC-1 or the equivalent) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor)Agreements, and (y iv) any Foreign Subsidiary which is not owned directly each Credit Party shall have taken all such further actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interest purported to be created by the Company or any Subsidiary GuarantorPledge Agreements, to release any lien in favor of the Administrative Agent pursuant to the and each Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12in full force and effect.

Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge AgreementThe Company shall execute or cause to be executed, nor any provision thereof may be waived, amended by no later than sixty days (or modified except pursuant such later date as is agreed to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with in its reasonable discretion) after the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or date on which any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in Material Subsidiary which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any First Tier Foreign Subsidiary owned directly by the Company or any which would, but for its status as an Affected Foreign Subsidiary, qualify as a Subsidiary Guarantor, to release any Lien a Pledge Agreement in favor of the Administrative Agent pursuant for the benefit of the Secured Parties with respect to the Applicable Pledge Agreement Percentage of all of the outstanding Equity Interests of such Material Subsidiary; provided that no such pledge of the Equity Interests of a First Tier Foreign Subsidiary shall be required hereunder to the extent covering more than 65% such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that, in light of the voting capital cost and expense associated therewith, such pledge would not provide material Pledged Equity for the benefit of the Secured Parties pursuant to legally binding, valid and enforceable Pledge Agreements. The Company further agrees to deliver to the Administrative Agent all such Pledge Agreements, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such Foreign Subsidiary (it being understood pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall not be required to release any other capital stock reasonably satisfied that it has a first priority perfected pledge of or charge over the Pledged Equity related thereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no Pledge Agreement in respect of the pledge of Equity Interests of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Material Subsidiary which is not owned directly a First Tier Foreign Subsidiary shall be required until August 20, 2007 (or such later date as is agreed to by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12its reasonable discretion).

Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge AgreementThe Company shall execute or cause to be executed, nor any provision thereof by no later than sixty days (or such later date as may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and agreed upon by the Administrative Agent with Agent) after the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or date on which any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any First Tier Foreign Subsidiary owned directly would, but for its status as an Affected Foreign Subsidiary, qualify or be designated by the Company or any as a Subsidiary Guarantor, to release any Lien a Pledge Agreement in favor of the Administrative Agent pursuant for the benefit of the Holders of Secured Obligations with respect to the Applicable Pledge Agreement Percentage of all of the outstanding Equity Interests of such First Tier Foreign Subsidiary; provided that no such pledge of the Equity Interests of a First Tier Foreign Subsidiary shall be required hereunder to the extent covering more than 65% such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that such pledge would not provide material Collateral for the benefit of the voting capital Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. The Company further agrees to deliver to the Administrative Agent all such Pledge Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such Foreign Subsidiary (it being understood pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall not be required to release any other capital stock reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no Pledge Agreement in respect of the pledge of Equity Interests of a Foreign Subsidiary owned directly shall be required until the date that is sixty (60) days following the Effective Date (or such later date as is agreed to by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12its reasonable discretion).

Pledge Agreements. Neither The Company covenants that if at any time the Pledge Agreement nor Company or any Domestic Subsidiary owning stock or Ownership Interests of a Material Foreign Subsidiary is required to secure the Holdings Guaranty obligations under a Primary Credit Facility with a security interest in such stock or Ownership Interest of such Material Foreign Subsidiary, the Company will promptly execute, or cause such Domestic Subsidiary owning such stock or Ownership Interests of a Material Foreign Subsidiary to promptly execute, a pledge agreement to pledge to the Collateral Agent for the benefit of the holders of the Notes and Pledge Agreement, nor any provision thereof may be waived, amended or modified except other secured parties pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Intercreditor Agreement with respect to all or any substantial part the lesser of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is 65% of the subject outstanding stock or other Ownership Interests of either a disposition of property permitted hereunder Material Foreign Subsidiary, or a disposition to which the Required Lenders have consented, and (ii) in all of the case stock or other Ownership Interests of any equity interest in (x) any such Material Foreign Subsidiary owned directly by the Company or such Domestic Subsidiary at any Subsidiary Guarantor, time. The Company further agrees to release any Lien in favor of the Administrative Agent pursuant deliver to the Pledge Agreement Collateral Agent all such pledge agreements, to the extent covering more than necessary to grant the Collateral Agent a security interest in 65% of the voting capital outstanding stock or other Ownership Interests of each first-tier Material Foreign Subsidiary, together (to the extent available and applicable) with appropriate corporate resolutions and other documentation (including the certificates representing the stock or Ownership Interests of such Material Foreign Subsidiary subject to such pledge, executed assignments separate from the certificates (it being understood that the Administrative Agent shall not be required stock powers) for such certificates with respect to release any other capital stock of a Material Foreign Subsidiary owned directly by thereto executed in blank, such other documents as shall be reasonably requested to perfect the Company or any Subsidiary GuarantorLien of such pledge, and, if the lenders under a Primary Credit Facility have received similar legal opinions, opinions of counsel addressed to the holders of the Notes), in each case in form and substance reasonably satisfactory to the Required Holder(s), and (y ) any Foreign Subsidiary which is not owned directly by in a manner that the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(dRequired Holder(s) shall be deemed reasonably satisfied that the Collateral Agent has a first priority perfected pledge of or charge over the Ownership Interest pledged pursuant to limit the provisions of Section 10.12such pledge agreements.”

Pledge Agreements. Neither The due and punctual payment of the principal of, premium, if any, and interest and Special Interest and Additional Amounts, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Special Interest and Additional Amounts, if any, on the Notes and performance of all other obligations of the Issuer to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Pledge Agreement nor Agreements which the Holdings Guaranty Issuer has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Pledge AgreementAgreements (including, nor any provision thereof without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be waived, in effect or may be amended or modified except from time to time in accordance with its terms and authorizes and directs the Trustee to enter into the Pledge Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Trustee copies of all documents delivered pursuant to an agreement the Pledge Agreements, and shall do or agreements in writing entered into cause to be done all such acts and things as may be necessary or proper, or as may be required by the Credit Parties party theretoprovisions of the Pledge Agreements, to assure and confirm to the Trustee the security interest in the Pledged Collateral contemplated hereby and by the Administrative Agent with the consent Pledge Agreements. The Issuer shall take, and shall cause its Restricted Subsidiaries to take, upon request of the Required LendersTrustee, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in any and all actions reasonably required to cause the Pledge Agreement) release all or any substantial part Agreements to create and maintain, as security for the Obligations of the collateral or otherwise terminate Issuer hereunder, a valid and enforceable perfected Lien in and on all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien Pledged Collateral in favor of the other obligations secured by Trustee for its benefit and for the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent benefit of the Required Lenders thereto), alter the relative priorities Holders of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Notes.

Pledge Agreements. Neither A good and valid first priority security interest in (i) all of the Voting Interests of each of Borrower's direct and indirect Domestic Subsidiaries, and (ii) 65% of the Voting Interests of each of Borrower's direct and indirect Foreign Subsidiaries pursuant to one or more Pledge Agreement nor Agreements (each, as the Holdings Guaranty and same may be amended, modified or supplemented from time to time in accordance with its terms, a "Pledge Agreement" and, nor any provision thereof may be waivedcollectively, amended or modified except pursuant the "Pledge Agreements") delivered to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent by Borrower, together with original stock certificates and undated stock powers duly executed in blank, all in form and substance satisfactory to the consent Administrative Agent. Borrower and Administrative Agent have agreed that (i) no Pledge Agreement shall be required to be delivered at Closing with respect to the outstanding shares of Computer Task Group of Canada, Inc., Computer Task Group Luxembourg, S.A. or New Luxembourg and (ii) promptly upon the Required Lenders, provided that, without the prior consent request of each Lender, the Administrative Agent shall not (except as provided herein or which, in the Pledge Agreementcase of New Luxembourg, may be made only after its formation), (A) release all Borrower shall, or any substantial part of shall cause the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty applicable Subsidiary which holds such shares to, execute and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior deliver to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge AgreementAdministrative Agent, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and a Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock Voting Interests of any or all of such Foreign Subsidiary (it being understood that entities, as specified by the Administrative Agent, together with original stock certificates and undated stock powers duly executed in blank and opinions of local counsel, all in form and substance reasonably satisfactory to the Administrative Agent and/or (B) Borrower shall not cause New Luxembourg to execute and deliver to the Administrative Agent, a Negative Pledge Agreement and/or Affiliate Subordination Agreement or joinder thereto, together with an opinion of local counsel, all in form and substance reasonably satisfactory to the Administrative Agent. In the event that Borrower enters into any Interest Rate Protection Agreement with Administrative Agent, any Lender, or any Affiliate of any of them with respect to the Revolving Credit Loans or any portion thereof, Borrower's obligations under each such Interest Rate Protection Agreement shall be required to release any other capital stock of a Foreign Subsidiary owned directly pari passu with the Borrower's Loan obligations under this Loan Agreement and shall be secured by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent Liens granted pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing Security Documents referenced in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.123.1.

Pledge Agreements. Neither The Guarantor and its Subsidiaries shall execute or cause to be executed, by no later than sixty days (or such later date as is agreed to by the Collateral Agent in its reasonable discretion) after the date on which any Material Subsidiary would qualify or be designated by the Guarantor as a Subsidiary Guarantor under the U.S. Facility, a Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by Collateral Agent for the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent benefit of the Required Lenders thereto), alter the relative priorities Holders of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement Secured Obligations with respect to the Applicable Pledge Percentage of all or any substantial part of the outstanding Equity Interests of such collateral, except Material Subsidiary; provided that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor pledge of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock Equity Interests of a Foreign Subsidiary owned directly shall be required hereunder to the extent such pledge is prohibited by applicable law or the Collateral Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would be unduly burdensome or not provide material Pledged Equity for the benefit of the Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. The Company further agrees to deliver, or any Subsidiary Guarantor)cause the other borrowers under the U.S. Facility to deliver, to the Collateral Agent all such Pledge Agreements, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and (y such other documents as shall be reasonably requested to perfect the Lien of such pledge) any Foreign in each case in form and substance reasonably satisfactory to the Collateral Agent, and in a manner that the Collateral Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Pledged Equity related thereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no Pledge Agreement in respect of the pledge of Equity Interests of a Material Subsidiary which is not owned directly a Foreign Subsidiary shall be required until August 6, 2007 (or such later date as is agreed to by the Company or any Subsidiary Guarantor, to release any lien Collateral Agent in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12its reasonable discretion).

Pledge Agreements. Neither The Company shall execute or cause to be executed, by no later than sixty (60) days (or such later date as is agreed to by the Required Holder(s) in their reasonable discretion) after the date on which any Material Subsidiary which is a First Tier Foreign Subsidiary which would, but for its status as an Affected Foreign Subsidiary, qualify as a Guarantor, a Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by Collateral Agent for the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent benefit of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement Secured Parties with respect to the Applicable Pledge Percentage of all or any substantial part of the outstanding Equity Interests of such collateral, except Material Subsidiary; provided that no such consent pledge of the Equity Interests of a First Tier Foreign Subsidiary shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted required hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% such pledge is prohibited by applicable law or the Required Holder(s) and their counsel reasonably determine that, in light of the voting capital cost and expense associated therewith, such pledge would not provide material Pledged Equity for the benefit of the Secured Parties pursuant to legally binding, valid and enforceable Pledge Agreements. The Company further agrees to deliver to the Collateral Agent all such Pledge Agreements, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such Foreign Subsidiary (it being understood that pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary GuarantorRequired Holder(s), and (y in a manner that the Required Holder(s) any Foreign shall be reasonably satisfied that the Collateral Agent has a first priority perfected pledge of or charge over the Pledged Equity related thereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no Pledge Agreement in respect of the pledge of Equity Interests of a Material Subsidiary which is not owned directly a First Tier Foreign Subsidiary shall be required until the date which is 60 days after May 5, 2011 (or such later date as is agreed to by the Company or any Subsidiary Guarantor, to release any lien Required Holder(s) in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12their reasonable discretion).”

Pledge Agreements. Neither The Company covenants that if at any time the Pledge Agreement nor Company or any Domestic Subsidiary owning stock or Ownership Interests of a Material Foreign Subsidiary is required to secure the Holdings Guaranty obligations under a Primary Credit Facility with a security interest in such stock or Ownership Interest of such Material Foreign Subsidiary, the Company will promptly execute, or cause such Domestic Subsidiary owning such stock or Ownership Interests of a Material Foreign Subsidiary to promptly execute, a pledge agreement to pledge to the Collateral Agent for the benefit of the holders of the Notes and Pledge Agreement, nor any provision thereof may be waived, amended or modified except other secured parties pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Intercreditor Agreement with respect to all or any substantial part the lesser of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is 65% of the subject outstanding stock or other Ownership Interests of either a disposition of property permitted hereunder Material Foreign Subsidiary, or a disposition to which the Required Lenders have consented, and (ii) in all of the case stock or other Ownership Interests of any equity interest in (x) any such Material Foreign Subsidiary owned directly by the Company or such Domestic Subsidiary at any Subsidiary Guarantortime. The Company further agrees that within sixty (60) days after the date on which initial loans under the Credit Agreement are made, to release unless such action is prohibited by the Hold Separate Order or any Lien in favor related requirement of the Administrative Agent pursuant Federal Trade Commission or the Federal Trade Commission opposes such action, it will deliver to the Pledge Agreement Collateral Agent all such pledge agreements as may be required to the extent covering more than necessary to grant the Collateral Agent a security interest in 65% of the voting capital outstanding stock or other Ownership Interests of each First-Tier Foreign Subsidiary that is a Material Subsidiary, together (to the extent available and applicable) with appropriate corporate resolutions and other documentation (including the certificates representing the stock or Ownership Interests of such Material Foreign Subsidiary subject to such pledge, executed assignments separate from the certificates (it being understood that the Administrative Agent shall not be required stock powers) for such certificates with respect to release any other capital stock of a such Material Foreign Subsidiary owned directly by thereto executed in blank, such other documents as shall be reasonably requested to perfect the Company Lien of such pledge under the laws of the United States or any Subsidiary Guarantorapplicable state thereof, and, if the lenders under a Primary Credit Facility have received similar legal opinions, opinions of counsel addressed to the holders of the Notes), in each case in form and substance reasonably satisfactory to the Required Holder(s), and (y ) any Foreign Subsidiary which is not owned directly by in a manner that the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(dRequired Holder(s) shall be deemed reasonably satisfied that the Collateral Agent has a first priority perfected pledge of or charge over the Ownership Interest pledged pursuant to limit the provisions of Section 10.12such pledge agreements.

Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder (other than to the Company or a Subsidiary Guarantor) or a disposition to which the Required Lenders have consented, and (iiii(ii) to release any Lien on Securitization Assets in connection with any sale, transfer or other disposition of Securitization Assets (and Securitization Assets subject to Liens permitted by Section 7.02(m)), pursuant to a Permitted Securitization Financing permitted by Section 7.01(l)) and to release any Lien on Securitization Entity Assets (as defined in the Pledge Agreement) and (iii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12. The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 10.02 and Section 10.12 (including as to whether a transaction is permitted hereunder or constitute a Permitted Securitization Financing permitted by Section 7.01(l) and as to the Administrative Agent’s authority hereunder and thereunder) on a certificate or similar instrument provided to it by the Company or any Subsidiary Guarantor without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Company and/or the Subsidiary Guarantors upon request.

Pledge Agreements. Neither In order to further secure the payment when due of the Borrower's Obligations, the Borrower shall pledge to Agent for the benefit of each of the Banks, and Borrower shall cause each of the Guarantors which own any investments in any other Subsidiaries to pledge to Agent for the benefit of each of the Banks, all of the issued and outstanding capital stock of each present Subsidiary of the Borrower and the Guarantors, and if any such Subsidiary is activated, created or acquired subsequent to the date hereof, on the date of any such activation, acquisition or formation, Borrower shall pledge and deliver to Agent for the benefit of each of the Banks, and Borrower shall cause each of the Guarantors which own any investments in any other Subsidiaries to pledge to Agent for the benefit of each of the Banks, all of the issued and outstanding stock of any such future Subsidiary. Said pledges are more fully described and evidenced by that certain General Pledge and Security Agreement nor the Holdings Guaranty dated of even date herewith and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into executed by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien Borrower in favor of Agent for the benefit of each of the Banks, and those certain General Pledge and Security Agreements dated of even date herewith or at any time hereafter and executed by certain of the Guarantors in favor of Agent for the benefit of each of the Banks (as the same may from time to time be amended, modified, extended or renewed, the "Pledge Agreements"). The Borrower covenants and agrees to execute, and to cause the Guarantors to execute, any and all collateral schedules, stock powers, Reg. U-1 affidavits and such other obligations secured documents as may from time to time be requested by Agent or any Bank in order to create, perfect and maintain the pledge created by the Pledge Agreement Agreements and to deliver all original stock certificates for any such present or future Subsidiaries. Upon demand, the Holdings Guaranty Borrower shall pay to Agent or to any other party designated by Agent, all filing fees or transfer fees incurred by Agent in the perfection and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent administration of the pledges contemplated hereby. Banks shall have no obligation to make any Revolving Credit Loan hereunder or to convert any Revolving Credit Loan hereunder to a new interest rate basis unless and until the Borrower and its Subsidiaries have fully satisfied these requirements. Borrower, Agent and Banks further agree that in order to further secure the payment when due of the Borrower's Obligations, the Required Lenders theretoBanks may at any time after the date hereof demand the pledge and delivery, subject to any Liens permitted under Section 7.2(b), alter to Agent for the relative priorities benefit of each of the obligations entitled to the benefits Banks of sixty-six percent (66%) of the Liens created under issued and outstanding capital stock of each present and future foreign Subsidiary (collectively, the Pledge Agreement "Foreign Stock") owned by Borrower or the Holdings Guaranty and Pledge Agreement with respect to all of any present or any substantial part future Subsidiary of Borrower. Within forty-five (45) days after receipt by Borrower of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which demand in writing by the Required Lenders have consentedBanks, Borrower agrees to pledge and (ii) in the case of deliver any equity interest in (x) any such Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent Stock it owns pursuant to the Pledge Agreement executed by Borrower, and Borrower further agrees to cause any of its Subsidiaries, foreign or domestic, to pledge and deliver any such Foreign Stock to Agent and to execute and deliver to Agent a Pledge Agreement and the extent covering more than 65% other documents required by Section 4.2(e). If any such foreign Subsidiary is created or acquired thereafter, on the date of any such acquisition or formation, Borrower shall pledge and deliver to Agent for the benefit of each of the voting Banks, and Borrower shall cause each of its Subsidiaries which own any investments in any such foreign Subsidiaries to pledge to Agent for the benefit of each of the Banks, sixty-six percent (66%) of the issued and outstanding capital stock of any such future foreign Subsidiary pursuant to a Pledge Agreement and other documents as required by Section 4.2(e). The Borrower covenants and agrees to execute, and to cause any of its Subsidiaries to execute, any and all collateral schedules, stock powers, Reg. U-1 affidavits and such other documents as may from time to time be requested by Agent or any Bank in order to create, perfect and maintain the pledges of Foreign Stock created by any of the Pledge Agreements and to deliver the original stock certificates (if in certificated form) for any such Foreign Subsidiary (it being understood that Stock. Upon demand, the Administrative Borrower shall pay to Agent shall not be required or to release any other capital stock party designated by Agent, all filing fees or transfer fees incurred by Agent in the perfection and administration of a the pledges of Foreign Subsidiary owned directly Stock contemplated hereby. Forty-Five (45) days following any demand by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor Required Banks for a pledge of the Administrative Agent pursuant Foreign Stock, Banks shall cease to have any obligation to make any Revolving Credit Loan hereunder or to convert any Revolving Credit Loan hereunder to a new interest rate basis unless and until the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit Borrower and its Subsidiaries have fully satisfied the provisions of Section 10.12foregoing requirements.

Pledge Agreements. Neither Each of the Pledge Agreements that has been delivered in connection with this Credit Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant is effective to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien create in favor of the Administrative Agent pursuant to (or, as applicable, the Pledge Agreement Security Trustee), for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral identified therein in conformity with applicable Law, except to the extent covering more the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of Law (regardless of whether enforcement is ought in equity or at Law). The Domestic Pledge Agreement shall create fully perfected first priority Liens on, and security interests in, all right, title and interest of each pledgor thereunder in the Collateral identified therein in which such pledgor has granted a security interest thereunder, in each case prior and superior in right to any other Lien other than 65% of Permitted Liens, (a) with respect to any such certificated Collateral that constitutes a Security (as such term is defined in the voting capital stock of UCC), when such Foreign Subsidiary (it being understood that Collateral is delivered to the Administrative Agent shall not be required together with duly executed stock powers with respect thereto, (b) with respect to release any other capital stock such uncertificated Collateral that constitutes a Security, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of a Foreign Subsidiary owned directly organization of such pledgor or when “control” (as such term is defined in the UCC) is obtained by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity over such interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit accordance with the provisions of Section 10.128-106 of the UCC and (c) with respect to any such Collateral that does not constitute a Security, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of such pledgor. Each Foreign Pledge Agreement shall create fully perfected first priority Liens on, and security interests in, all right, title and interest of each pledgor thereunder in the Collateral identified therein in which such pledgor has granted a security interest, in each case prior and superior in right to any other Lien other than Permitted Liens, when each of the deliveries and notices required thereunder have been made in accordance with applicable Law and recording, documentary or similar taxes, if any, are paid.

Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge AgreementThe Borrower shall execute or cause to be executed, nor any provision thereof may be waived, amended by no later than thirty (30) days (or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and such later date as is agreed upon by the Administrative Agent acting in consultation with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, after (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, each Foreign Pledge Event and (ii) in the case consummation of any equity interest in Acquisition pursuant to which the certificate described under clause (xh) any of the definition of Permitted Acquisition demonstrates that a Foreign Subsidiary owned directly by the Company or any Subsidiary GuarantorPledge Event will occur as a result of such acquisition, to release any Lien a Pledge Agreement in favor of the Administrative Agent pursuant for the benefit of the Holders of Secured Obligations with respect to the Applicable Pledge Agreement Percentage of the Equity Interests in each First-Tier Foreign Subsidiary and all to the extent covering more than 65% necessary or appropriate so that a Foreign Pledge Event no longer exists or, notwithstanding such Acquisition, will not exist, in each case after giving effect to such pledges; provided that no such pledge of the voting capital Equity Interests in a First-Tier Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that such pledge would not provide material Collateral for the benefit of the Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. The Borrower further agrees to deliver to the Administrative Agent all such Pledge Agreements and other related Collateral Documents, together with appropriate corporate resolutions and other corporate documentation (including, to the extent requested by the Administrative Agent, legal opinions, stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such Foreign Subsidiary (it being understood pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and in a manner that the Administrative Agent shall not be required to release any other capital stock reasonably satisfied that it has a first priority perfected pledge of a Foreign Subsidiary owned directly by or charge over the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Collateral related thereto.

Pledge Agreements. Neither the Pledge Agreement nor the (a) Holdings Guaranty and Pledge Agreementshall execute or cause to be executed, nor any provision thereof may be waived, amended by no later than sixty (60) days (or modified except pursuant such later date as is required to an agreement obtain required governmental consents or agreements in writing entered into by the Credit Parties party thereto, and approvals provided that Holdings is diligently pursuing such consents or approvals or as is otherwise agreed to by the Administrative Agent with in its reasonable discretion) after the consent of the Required Lendersdate on which any Person becomes a Domestic Subsidiary or which any Subsidiary that is a First Tier Foreign Subsidiary would qualify as a Material Foreign Subsidiary, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the a Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to for the benefit of the Secured Parties with respect to, (x) in the case of a Domestic Subsidiary (including, for purposes of this Section 5.10, the Borrower), 100% of all of the outstanding Equity Interests of such Pledge Agreement Subsidiary and (y) in the case of a Material Foreign Subsidiary, 65% of all of the outstanding Equity Interests of such Pledge Subsidiary; provided that (i) no such pledge of the Equity Interests of the China JV shall be required hereunder and (ii) no such pledge of the Equity Interests of a Pledge Subsidiary that is a First Tier Foreign Subsidiary shall be required hereunder to the extent covering more than 65% the Administrative Agent and its counsel reasonably determine that, in light of the voting capital cost and expense associated therewith, such pledge would not provide material Pledged Equity for the benefit of the Secured Parties pursuant to legally binding, valid and enforceable Pledge Agreements. Holdings and the Borrower further agree to deliver to the Administrative Agent all such Pledge Agreements, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such Foreign Subsidiary (it being understood pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall not be reasonably satisfied that it has a first priority perfected pledge of or charge over the Pledged Equity related thereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no Pledge Agreement in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a First Tier Foreign Subsidiary shall be required until the date that occurs sixty (60) days after the Effective Date or the date on which a Subsidiary becomes a Pledge Subsidiary (or such later date as is required to release any other capital stock of a Foreign Subsidiary owned directly obtain required governmental consents or approvals provided that Holdings is diligently pursuing such consents or approvals or as is otherwise agreed to by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12its reasonable discretion).

Pledge Agreements. Neither The due and punctual payment of the principal of and interest and Registration Default Damages, if any, on the Bonds when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Registration Default Damages (to the extent permitted by law), if any, on the Note and the Bonds and performance of all other Obligations of the Company, NE LP and NE LLC to the Holders of Bonds or the Trustee under this Indenture, the Note, the Bond Guaranty and the Bonds, as applicable, according to the terms hereunder or thereunder, shall be secured as provided in the Company and Partner Pledge Agreement which the Company, NE LP and NE LLC have entered into and in the Sponsor Pledge Agreement which the Sponsor Affiliates entered into simultaneously with the execution of this Indenture and forms of which are attached as Exhibit G hereto. The Company and Partner Pledge Agreement and the Sponsor Pledge Agreement are collectively referred to as the "Pledge Agreements" and each individually as a "Pledge Agreement." Each Holder of Bonds, by its acceptance thereof, consents and agrees to the terms of the Pledge Agreements (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to enter into the Pledge Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, NE LP and NE LLC shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Company and Partner Pledge Agreement nor and the Holdings Guaranty and Sponsor Pledge Agreement, nor any provision thereof and shall do or cause to be done all such acts and things as may be waivednecessary or proper, amended or modified except pursuant to an agreement or agreements in writing entered into as may be reasonably required by the Credit Parties party thereto, and by the Administrative Agent with the consent provisions of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty Company and Pledge Agreement or the Guarantee under the Holdings Guaranty and Partner Pledge Agreement, agree or as may be reasonably requested by the Trustee or Collateral Agent, to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by the Company and Partner Pledge Agreement, so as to render the same available for the security and benefit of this Indenture, the Note, the Bond Guaranty and of the Bonds secured hereby, according to the intent and purposes herein expressed and to create and maintain, as security for the Obligations of the Company, NE LP and NE LLC hereunder and under the Note, the Bond Guaranty and the Bonds, as applicable, a valid and enforceable perfected first priority (or, with respect to NE LP's one percent general partner interest in each Partnership, second priority) Lien in and on all the Pledged Collateral in favor of the other obligations secured by Collateral Agent for its benefit, the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent benefit of the Required Lenders thereto), alter Trustee and the relative priorities ratable benefit of the obligations entitled Holders of the Bonds, superior to and prior to the benefits rights of the all third Persons and subject to no other Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Permitted Liens.

Pledge Agreements. Neither On the Effective Date, (i) each US Credit Party shall have duly authorized, executed and delivered a Pledge Agreement nor in the Holdings Guaranty and Pledge Agreementform of Exhibit G, nor any provision thereof may be waivedwith such changes thereto, amended or modified except pursuant to an agreement additional pledge agreements (or agreements in writing amendments thereto) entered into by the Credit Parties party theretoin connection therewith, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien foreign counsel for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under suggest in connection with the Pledge Agreement Collateral issued to any US Credit Party by any Foreign Subsidiary, (ii) each Initial Foreign Credit Party organized under the laws of the United Kingdom shall have duly authorized, executed and delivered one or the Holdings Guaranty more other pledge agreements in form and Pledge Agreement with respect substance satisfactory to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorizedand as foreign counsel for the Administrative Agent may suggest in connection with the Pledge Agreement Collateral to be pledged by any such Initial Foreign Credit Party (such Pledge Agreement, together with such additional and other pledge agreements (as well as any pledge agreements delivered pursuant to Section 8.15(a)), as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, collectively, the "Pledge Agreements") and shall have delivered to the Collateral Agent, as Pledgee thereunder, all of the certificated Pledge Agreement Collateral, if any, referred to therein and then owned by each such Credit Party, (iA) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) endorsed in blank in the case of any equity interest in promissory notes constituting such Pledge Agreement Collateral and (B) together with (x) any Foreign Subsidiary owned directly executed and undated stock powers in the case of capital stock constituting such Pledge Agreement Collateral and (y) proper Financing Statements (Form UCC-1 or the equivalent) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor)Agreements, and (y iii) any Foreign Subsidiary which is not owned directly each Credit Party shall have taken all such further actions as may be necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect the security interest purported to be created by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Agreements.