Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (bx) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iy) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it such Grantor on the date hereof and listed on Schedule II and any other equity interests Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) all other property that may be delivered to and held by the debt securities listed opposite Collateral Agent pursuant to the name terms of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)this Section 3.01; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and or (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses clause (a), (b) and or (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests all Equity Interests owned by it and (including those Equity Interests listed opposite the name of such Grantor on Schedule II I) and any other equity interests Equity Interests obtained in the future by such Grantor and the all certificates and other instruments representing all such Equity Interests (the “Pledged StockEquity”); (b) provided that the Pledged Equity shall not include (i) more than 65% of the debt securities outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule II, I) and (ii) any debt securities all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt SecuritiesDebt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”)): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed opposite the name of such Grantor on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary and shall not include any Excluded Collateral, (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) subject to the proviso in clause (a) above, all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary, no pledge or security interest is created hereby in, and the Pledged Collateral shall not include, any Excluded Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares Equity Interests of capital stock and other equity interests any Subsidiary owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) subject to Section 2.02, the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); (b)(i) the debt securities and Instruments owned by such Grantor, including those listed opposite the name of such Grantor on Schedule I hereto, (ii) any debt securities and Instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities Grantor, and (iii) subject to Section 2.02 the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; (e) the Intercompany Note; and (ef) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and listed on Schedule II I and any other equity interests Equity Interests obtained in the future by such Grantor and and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Equity shall not include any Excluded Security; (b) (iii) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such any debt securities, if any (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Security; (ciii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (d), iv) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (b) ii), and (ciii) above; and (ev) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock stock, membership interests and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities and intercompany loans and advances listed opposite the name of such Grantor on Schedule II, (ii) any debt securities securities, and intercompany loans or advances in the future issued to or owed to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities or intercompany loans or advances (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (aa)(i) the shares Equity Interests now or at any time hereafter owned by or on behalf of capital stock such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Equity Interest or any Excluded Assets; (b) (ib)(i) the debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to such Grantor represented by a all promissory note or notes and other instrument instruments evidencing all such debt securities ((i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Assets; (c) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (d) subject to Section 3.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) abovePledged Debt Securities; (d), e) subject to Section 2.06(d)3.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above (excluding any Excluded Assets) being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the indefeasible payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns pledges, hypothecates, assigns, charges, mortgages, delivers, and pledges transfers to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under and whether direct or indirect, whether legal, beneficial, or economic, whether fixed or contingent and whether now or hereafter existing or arising (aa)(i) the shares of capital stock and other equity interests all Equity Interests owned by it and listed on Schedule II and issued by the Borrower, a Subsidiary Loan Party, an Included Entity or an Ohio Joint Venture as of the Closing Date; (ii) any other equity interests obtained Equity Interests owned in the future by such Grantor Pledgor and issued by the Borrower, a Subsidiary Loan Party, an Included Entity, an Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture; (iii) any certificates or other instruments representing all such Equity Interests, if any; (iv) all rights in, to and under each limited liability operating agreement, limited liability company agreement, bylaws and each other organizational document of each Pledged Interests Issuer; and (v) to the extent any Pledged Interest Issuer is a limited liability company or a limited partnership, as a member or partner, as applicable, of such Pledged Interest Issuer (collectively, each subpart of clause (a), the “Pledged Stock”); provided that (a) Pledged Stock shall include the interests listed on Schedule I; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule IIsubject to Section 3.07, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividendsDividends, Distributions, cash, instruments and other property Property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Stock; (d), subject to Section 2.06(d), c) all rights and privileges of any nature (including, without limitation, the right to vote, take actions or consent to actions in accordance with any limited liability operating agreement, limited liability company agreement, bylaws or other organizational document of a Pledged Interests Issuer, and to participate in the operation of any Pledged Interests Issuer) of such Grantor Pledgor with respect to the securities and other property referred Pledged Stock; (d) all General Intangibles relating to in clauses (a), (b) and (c) aboveor arising out of any of the foregoing; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. The security interest granted in the Pledged Collateral is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Pledged Collateral. Notwithstanding anything to the contrary in this Agreement, (a) this Section 3.01 shall not constitute a grant of a security interest in (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01), and “Pledged Collateral” shall not include, any Excluded Assets or any other asset or property to the extent such grant of a security interest in such asset or property shall contravene the definition of “Collateral and Guarantee Requirement” in the Credit Agreement or Section 5.10 of the Credit Agreement and (b) other than as required pursuant to Section 3.02(d) hereof, no Grantor shall be required to take any action with respect to the perfection of security interests in security accounts (including entering into control agreements). For the avoidance of doubt, at all times, (i) all Equity Interests issued by the Borrower and each Subsidiary Guarantor shall be subject to a pledge pursuant to this Agreement and (ii) all Equity Interests issued by an Included Entity and held by a Pledgor shall be subject to a pledge pursuant to this Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned (i) all Equity Interests held by it and (including those Equity Interests listed on Schedule II II) and (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) foregoing clauses (i) and (ii) collectively, the debt securities “Pledged Equity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; (b)(i) the Promissory Notes and any Instruments evidencing indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule II, ) and (ii) any debt securities Promissory Notes and Instruments evidencing indebtedness obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities (the foregoing clauses (i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt SecuritiesDebt”), in each case including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest interest, in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (bx) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iy) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (bx) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iy) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect ofrespect, of the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests directly owned by it and (including those listed on Schedule II I) and any other equity interests Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include, (i) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, and (ii) as of the Closing Date for so long as a pledge of Equity Interests would violate applicable law, such Equity Interests; (b)(i) the debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary contained herein, the Equity Interests of the Borrower shall constitute Pledged Stock and Pledged Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (bA) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower which is treated as a Foreign Subsidiary of the Borrower for United States federal income tax purposes or, (iB) any Equity Interest in any Not for Profit Subsidiary, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or its bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities items referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each wholly owned Restricted Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests of a wholly owned Restricted Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”), provided that the Pledged Stock shall not include more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary and shall not include Equity Interests of entities that are Specified Subsidiaries by reason of clauses (ii) or (iii) of the definition of Specified Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in issued after the future issued Effective Date to such Grantor represented by a promissory note any of Holdings, the Borrower or other instrument evidencing such debt securities any Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns grants and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and on the date hereof (including all such Equity Interests listed on Schedule II and II) (other than the Equity Interests of any Inactive Subsidiary), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests and 100% of the issued and outstanding shares of nonvoting Equity Interests (if any) of any Foreign Subsidiary or (ii) any Equity Interests of any Foreign Subsidiary owned by a Foreign Subsidiary; (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, Administrative Agent and its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, Administrative Agent and its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed opposite such Pledgor’s name on Schedule II and any other equity interests obtained in the future by such Grantor I and the certificates representing all such Equity Interests equity interests (the “Pledged Stock”); (b) (ib)(i) the debt securities Convertible Notes and Warrants listed opposite the such Pledgor’s name of such Grantor on Schedule II, I and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any Convertible Notes and Warrants (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion conversion, redemption or repurchase of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d)) any “securities account” or “deposit account” (as defined in Sections 8-501 and 9-102 of the New York UCC, respectively) (such accounts collectively, an “Account”) created to hold any of the foregoing; (e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned (i) all Equity Interests held by it and on the date hereof (including those Equity Interests listed on Schedule II II) and (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the foregoing clauses (i) and (ii) collectively, the “Pledged StockEquity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of (1) each Subsidiary that is a Foreign Subsidiary and (2) each Subsidiary that is a CFC Holdco, (B) any Equity Interests of (1) any Person that is not a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party or (2) a joint venture or any other Person (other than a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party), in each case to the extent (x) the Organization Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the pledge of such Equity Interests, (y) the pledge of such Equity Interests is otherwise prohibited or restricted by any other agreement with a third party (other than Holdings, the Borrower or any of their respective Subsidiaries) or would result in a change of control, repurchase obligation or other adverse consequence (in each case, except to the extent that any such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity), (it being acknowledged and agreed that, as of the Closing Date, this clause applies to Equity Interests in Advantage AMP Inc. and Advantage Consumer Healthcare LLC), (C) any margin stock, (D) any Equity Interest, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined by the Borrower with notice in writing (which shall reasonably identify the basis for such determination) to the Administrative Agent, and (E) any specifically identified Equity Interest with respect to which the Administrative Agent has determined (in its reasonable judgment) that the costs of pledging, perfecting or maintaining the pledge in respect of such Equity Interest hereunder exceeds the fair market value thereof or the practical benefit to the Secured Parties afforded thereby (any Equity Interests excluded pursuant to clauses (A) through (E) above, the “Excluded Equity Interests”); provided, further, that if and when any Equity Interest shall cease to be an Excluded Equity Interest and would otherwise constitute Pledged Equity, a Lien on and security in such property shall be deemed granted therein and the provisions of this Agreement shall apply to such Equity Interests; (bb)(i) (i) the any indebtedness, debt securities and promissory notes and the Instruments evidencing Indebtedness owned by it as of the date hereof (including the Global Intercompany Note and those listed opposite the name of such Grantor on Schedule II, ) and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such indebtedness, debt securities and (iii) the any promissory notes and any other instruments Instruments evidencing Indebtedness owned by such debt securitiesGrantor from time to time in the future (the foregoing clauses (i) and (ii) collectively, if any (the “Pledged Debt SecuritiesDebt”), in each case including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt; provided, further, that the Pledged Debt shall not include Excluded Intercompany Debt; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (d), ) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Security Interest granted pursuant to Section 2.01 shall, prior to the Discharge of First Lien Obligations, be subject and subordinated to the Lien granted to the First Lien Collateral Agent for the benefit of the holders of the First Lien Obligations to secure the First Lien Obligations pursuant to the First Lien Security Agreement on the terms set forth in the Intercreditor Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and III), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); (bprovided, however, that the Pledged Stock shall not include (A) more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary, (iB) any Equity Interest in any Non-Significant Subsidiary or (C) any Equity Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law), (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule IIIII), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned or held by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity Interests”); , (b) (ib)(i) the debt securities owned or held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , including all governance rights, including all rights to vote, consent to action and otherwise participate in the management of the issuer of any Pledged Equity Interests, and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything else in this Agreement, neither “Pledged Collateral,” “Pledged Equity Interests,” “Pledged Debt Securities,” nor any component thereof, nor any defined term used in the items constituting Pledged Collateral shall include any Excluded Asset, and no security interest in any Excluded Asset will be granted pursuant to this Agreement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it such Grantor on the date hereof and listed on Schedule II and any other equity interests Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) to the extent evidenced thereby the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); (c) all payments other property that may be delivered to and held by the Collateral Agent pursuant to the terms of principal or this Section 3.01; (d) subject to Section 3.06, all dividends, interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, pledges and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it Equity Interests in the Domestic Subsidiaries and Significant Foreign Subsidiaries as listed on Schedule II II, and any other equity interests Equity Interests in any Domestic Subsidiaries and Significant Foreign Subsidiaries (other than Blockbuster Australia Pty. Ltd.) obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests in the Domestic Subsidiaries and, subject to the restrictions set forth herein, such Significant Foreign Subsidiaries (the “Pledged Stock”); (b) (i) all other property that may be delivered to and held by the debt securities listed opposite Collateral Agent pursuant to the name terms of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)this Section 3.01; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such the Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) subject to Section 3.06, all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”); provided that the Collateral shall not include more than 65% of the issued and outstanding voting Equity Interests of any Significant Foreign Subsidiary. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.06, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of any subsidiaries owned by it and listed on Schedule II and any other equity interests Equity Interests of any subsidiaries obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities (other than Permitted Investments) in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest inin and a continuing Lien on, all of such Grantor’s (other than any Excluded Asset) right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); , (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Trustee pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above (but excluding any Excluded Assets) being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the all shares of capital stock and other equity interests Equity Interests owned by it and (including those listed on Schedule II II) and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, or (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares; (b)(i) all debt securities owned by it (including those listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (d), subject to Section 2.06(d), e) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it him and listed on Schedule II I hereto and any other equity interests shares of capital stock of the Borrower obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”); ") (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented the Pledgor by a promissory note or other instrument evidencing such debt securities the Borrower and (iiiii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Obligations, including each Guaranty of the Obligations, each Grantor hereby assigns (i) confirms and reaffirms its prior pledge and grant in the “Pledged Collateral” (as defined in the Existing Security Agreement) and (ii) pledges to the Collateral Agent, Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests now or hereafter directly held by such Grantor in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the shares case of capital stock each of clauses (x) and other equity interests owned by it and (y) the Equity Interests listed on Schedule II and any other equity interests obtained in the future by such Grantor I, and the certificates certificates, if any, representing all such Equity Interests (the “Pledged StockEquity”); (b) (i) the debt securities Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule III and any other Indebtedness (including, (iiwithout limitation, any intercompany notes) any debt securities directly obtained now or in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any Indebtedness (the “Pledged Debt SecuritiesDebt”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (d), ) subject to Section 2.06(d)‎Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a‎(a), (b) ‎(b), and (c‎(c) above; and (e) subject to ‎Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (a‎(a) through (e‎(e) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Pledged Collateral shall include, any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and title, interest in, powers, privileges and preferences pertaining or incidental thereto, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary to the extent the pledge of any greater percentage would reasonably be expected to result in adverse tax consequences to the Holdings and its Subsidiaries, taken as a whole, (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, and the term “Pledged Collateral” shall not include any, Excluded Assets.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Capital Stock owned by it and listed on Schedule II hereto and any other equity interests shares of Capital Stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities securities, instruments or obligations in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other securities and instruments that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities and instruments referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"); provided further, that (i) the Xxxxxxx Obligations shall be secured only by the Xxxxxxx Collateral and (ii) the WOW Obligations shall be secured only by the WOW Collateral (it being understood that the Xxxxxxx Collateral and the WOW Collateral shall also secure all General Obligations) and provided further that any Collateral that is neither Xxxxxxx Collateral nor WOW Collateral shall only secure the General Obligations. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”).Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. For the purposes of this Agreement:

Pledge. As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and it, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 3.03, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.03, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for (a) To secure the prompt payment or performance, as the case may be, and performance in full when due, whether by lapse or time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, and right of set off against, any and all of such Grantor’s right, title and interest of such Grantor in, to and under under, whether now owned or existing or owned, acquired or arising hereafter: (ai)(A) the shares Equity Interests owned by such Grantor, including those set forth opposite the name of capital stock such Grantor on Schedule I, and (B) all certificates and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (the assets referenced in clauses (a)(i)(A) and (a)(i)(B) above being collectively referred to as the “Pledged StockEquity Interests”); (b) (iii)(A) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule III, and (iiB) any debt securities in the future issued to such Grantor represented by a all promissory note or notes and other instrument instruments evidencing all such debt securities (the assets referenced in clauses (a)(ii)(A) and (iiia)(ii)(B) the promissory notes and any other instruments evidencing such debt securities, if any (above being collectively referred to as the “Pledged Debt Securities”); (ciii) subject to Section 2.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) abovePledged Debt Securities; (d), iv) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (aa)(i), (ba)(ii) and (ca)(iii) above; and (ev) all Proceeds of any of the foregoing (the items referred to in clauses (aa)(i) through (ea)(iv) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor including the Guaranty, AGFC hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in (i) all of such GrantorAGFC’s right, title and interest in, to and under (a) all Equity Interests issued by the shares of capital stock and other equity interests owned by it and listed on Schedule II Borrower and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests successor entity (the “Pledged StockEquity”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Equity; (d), subject to Section 2.06(d), iii) all rights and privileges of such Grantor AGFC with respect to the securities and other property referred to in clauses (a), (bi) and (cii) above; and (eiv) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (eiv) above being collectively referred to as the “Pledged Collateral”); provided, however, that the maximum amount of Secured Obligations that is secured hereunder is limited to any amount, as calculated on the Closing Date by reference to the audited financial statements of AGFC as at December 31, 2009, equal to (a) the lesser of (i) 10% of the Consolidated Net Worth of AGFC at such time (as defined in and calculated in accordance with, the Existing Indenture as in effect on the Closing Date) and (ii) until July 14, 2010 the amount of secured Indebtedness that is permitted to be incurred under the last paragraph of Section 8.04 of the AGFC Credit Facility as in effect on the Closing Date, if lower less (b) the aggregate principal amount of Indebtedness secured by Liens on assets of AGFC and its Subsidiaries as shown on Schedule 9.10 to the Disclosure Letter. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Administrative Agent, its successors and assigns, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of the Parent Borrower or any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares and (ii) any shares of capital stock of Knowxxx Xxxctronics Japan K.K. obtained in the “future by the Parent Borrower and the certificates representing all such shares (collectively, the "Pledged Stock”"); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the Equity Interests, securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"). Upon delivery to the Administrative Agent, (a) any certificates with respect to Equity Interests, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, pledges and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (aa)(i) the shares of capital stock and other equity interests Equity Interests now or at any time hereafter owned by it and listed or on Schedule II and any other equity interests obtained in the future by behalf of such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed Grantor, including those set forth opposite the name of such Grantor on Schedule II, II and (ii) any debt securities all certificates and other instruments representing all such Equity Interests (the items referred to in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities (i) and (iiiii) the promissory notes and any other instruments evidencing such debt securities, if any (being collectively called the “Pledged Debt SecuritiesEquity Interests”); provided that (A) the Grantors shall not be required to pledge voting Equity Interests in any first-tier CFC in excess of the amount of such Equity Interests constituting 65% of the total combined voting power of all classes of Equity Interests entitled to vote, and (B) no Subsidiary shall be required to pledge any Equity Interests (or any other assets) owned by a CFC; (b) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (c) subject to Section 3.05, all payments of principal dividends or interestother distributions, dividends, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Equity Interests; (d), ) subject to Section 2.06(d)3.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Second Lien Obligations, including the Guarantees, and subject to the terms of the Intercreditor Agreement, each Grantor hereby assigns and pledges to the Collateral Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, and hereby grants to the Collateral Second Lien Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and listed on Schedule II and II, any other equity interests Equity Interests obtained in the future by such Grantor and and, subject to Section 3.03(i), the certificates certificates, if any, representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Equity shall not include (bA) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (iB) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the debt securities Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any Person that is not a direct or indirect, wholly owned Material Subsidiary of the Company and (F) Equity Interests of any Subsidiary with respect to which the First Lien Agent and the Company determine in their reasonable judgments that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Second Lien Secured Parties; (ii)(A) subject to Section 3.03(i), the promissory notes and instruments evidencing indebtedness owned by it and listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiB) the promissory notes and any other instruments evidencing indebtedness obtained in the future by such debt securities, if any Grantor (the promissory notes and instruments referred to in clauses (A) and (B) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Second Lien Agent pursuant to the terms of this Agreement; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).clauses

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests of a Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”), provided that the Pledged Stock shall not include more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in issued after the future issued Effective Date to such Grantor represented by a promissory note or other instrument evidencing such debt securities Holdings, the Borrower and each Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other equity interests Equity Interests owned by it and (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other equity interests Equity Interests of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting stock of any Non-U.S. Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b)(i) all debt securities (including, without limitation, those listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto), (ii) any all debt securities securities, in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the all promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral.”) Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (e) above being collectively referred to as the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (bA) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower which is treated as a Foreign Subsidiary of the Borrower for United States federal income tax purposes, (iB) any Equity Interest in any Not for Profit Subsidiary, or (C) any Equity Interest in any Immaterial Subsidiary, Unrestricted Subsidiary, special purpose securitization Subsidiary or Margin Stock, and (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or its bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities items referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares Equity Interests of capital stock and other equity interests any Subsidiary owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule IIII hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); (b)(i) the debt securities and Instruments owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities and Instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities Grantor, and (iii) the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Obligations, including the Guarantees of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned all Equity Interests directly held by it and it, including those listed on Schedule II I and any other equity interests Equity Interests directly obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Equity shall not include any Excluded Assets; (b) (i) the debt securities obligations owed to it and listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obligations (including, without limitation, any intercompany notes) directly obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such having, in the case of each instance of debt securities obligations, an aggregate principal amount in excess of $5 million and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any obligations (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets or any intercompany notes evidencing Indebtedness owed by a Grantor to another Grantor; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (d), ) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates certificates, if any, representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary owned directly by such Grantor (b) and shall exclude any Equity Interests owned by a Subsidiary that is that is not a Grantor), (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; , and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above above, other than any Excluded Collateral, being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests obtained in the future Equity Interests (other than Excluded Equity Interests) now or at any time hereafter owned by such Grantor Pledgor, and the certificates representing all such Equity Interests (the “"Pledged Stock”Equity Interests"); (b) (ib)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule II, (ii) any other debt securities in the future issued to now or at any time hereafter owned by such Grantor represented by a promissory note or other instrument evidencing such Pledgor (except that no debt securities will be pledged by Alon Energy) and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of in such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); (b) , provided that Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of a Pledgor issue directors' qualifying shares, such qualifying shares, (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. 3 TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (ia)(i) the debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such Pledgor having, in the case of each instance of debt securities securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (cb) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (d), c) subject to Section 2.06(d)3.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (cb) above; and (ed) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Secured Notes Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and it, which, as of the Closing Date are listed on Schedule II I, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b) (i) the debt securities owned by it, which, as of the Closing Date are listed opposite the name of such Grantor on Schedule II, (ii) I and any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; above and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and III), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); (b) provided, however, that the Pledged Stock shall not include any Excluded Equity Interests), (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule IIIII), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or, prior to the Discharge of ABL Priority Claims and with respect to the ABL Facility First Priority Collateral, to the ABL Collateral Agent, as gratuitous bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (ib)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)6, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock or note powers 220 duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Loan Party (including each Borrower) hereby assigns and pledges to the Collateral Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such GrantorLoan Party’s right, title and interest in, to and under (a) (i) the shares of capital stock and other equity interests Equity Interests owned by it on the date hereof (including all such shares and other Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor Loan Party and (iii) the certificates representing all such Equity Interests (all the foregoing being called the “Pledged StockEquity Interests”); (b) provided that the Pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (ii) any Equity Interests of any Immaterial Subsidiary; (b)(i) the debt securities owned by such Loan Party on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Loan Party and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing being called the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor Loan Party with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other or equity interests interest owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of the Parent Borrower or any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); (b) provided that the Pledged Stock under this Agreement shall not include (i) more than 65% of the issued and outstanding shares of stock or equity interest of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, the Borrowers or any Pledgor. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Capital Stock owned by it and listed on Schedule II hereto and any other equity interests shares of Capital Stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities securities, instruments or obligations in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other securities and instruments that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities and instruments referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged "Collateral”").; provided further, that (i) the Xxxxxxx Obligations shall be secured only by the Xxxxxxx Collateral, (ii) the WOW Obligations shall be secured only by the WOW Collateral and (iii) the Southwest Obligations shall be secured only by the Southwest Collateral (it being understood that the Xxxxxxx Collateral, the WOW Collateral and the Southwest Collateral shall also secure all General Obligations) and provided further that any Collateral that is neither Xxxxxxx Collateral nor WOW Collateral nor Southwest Collateral shall only secure the General Obligations. Upon delivery to the Collateral Agent,

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests in any Subsidiary owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests in any Subsidiary obtained in the future by such Grantor and the certificates (iii) all certificates, if any, representing all any such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity Interests”); , (b) (ib)(i) the debt securities owing by any Subsidiary held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities owing by any Subsidiary obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing any such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything herein to the contrary, in no event shall the Security Interest attach to the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote, to the extent, and for so long as, such pledge would result in adverse tax consequences to the Secured Parties as a result of such pledge; provided, that immediately upon the amendment of the Tax Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by such Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Notes Collateral Agent, its successors successor and assigns, for the benefit of the Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II and II, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b) (ib)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”)foregoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (a) the shares of capital stock and other equity interests any Equity Interests owned by it and as of the Issue Date (which shall be listed on Schedule II in accordance with and to the extent required by Section 3.03(a) hereof) and any other equity interests Equity Interests obtained in the future by such Grantor and the any certificates representing all such Equity Interests (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting equity interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares, or (iii) any Equity Interests of a person that is not directly a Subsidiary of such Grantor; (b)(i) the debt securities listed opposite the name of held by such Grantor as of the Issue Date (which shall be listed on Schedule IIII in accordance with and to the extent required by Section 3.03(a) hereof), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the any promissory notes and any other instruments evidencing such debt securitiesinstruments, if any, held by such Grantor and evidencing Indebtedness of the Issuer or any Subsidiary thereof, and (iv) the Intercompany Note (collectively, the “Pledged Debt SecuritiesDebt”); (c) subject to Section 3.06 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.06 hereof, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, however, that Pledged Collateral and all of the components of Pledged Collateral including Pledged Stock, Pledged Debt and the collateral specified in clauses (c) and (d) above shall not include Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations and, subject to Section 5.06, the Senior Note Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of any Material Subsidiary or Receivables Subsidiary directly owned by it and listed on Schedule II and any other equity interests Equity Interests in a Material Subsidiary or Receivables Subsidiary obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests (the “"Pledged Stock”"); provided that, subject to Section 5.15 of the Credit Agreement, the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Holding Company or any Foreign Subsidiary; (b) (i) all other property that may be delivered to and held by the debt securities listed opposite Collateral Agent pursuant to the name terms of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)this Agreement; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"); subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it such Grantor on the date hereof and listed on Schedule II and any other equity interests Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (x) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) any Equity Interest in any Immaterial Subsidiary or any Investment Subsidiary other than CB Xxxxxxx Xxxxx Investors, LLC and CB Xxxxxxx Xxxxx Investors, Inc.; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule IIsubject to Section 3.06, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (d), c) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (cb) above; and (ed) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns as security and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (aa)(i) the shares Equity Interests now or at any time hereafter owned by or on behalf of capital stock such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests Interests, but excluding any Excluded Assets ((i) and (ii) collectively, the “Pledged StockEquity Interests”); (b) (ib)(i) the debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, but excluding any Excluded Asset and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing all such debt securities, if but excluding any Excluded Asset ((i) and (ii) collectively, the “Pledged Debt Securities”); (c) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) abovePledged Debt Securities; (d), e) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing foregoing, but in each case in respect of clauses (a) through (f), excluding any Excluded Assets (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and it, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary (bx) that is a Foreign Subsidiary, (iy) that is a subsidiary of a Foreign Subsidiary, directly or indirectly, or (z) substantially all assets of which consist of the stock and debt of entities described in clauses (x)-(y); (b)(i) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securities, if any (the “Pledged Debt Securities”); (c) subject to Section 3.03, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.03, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”"PLEDGEDSTOCK"); (b) PROVIDED that the Pledged Stock shall not include (i) Equity Interests of TLP or (ii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b)(i) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”"PLEDGED DEBT SECURITIES"); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; above and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “"PLEDGED COLLATERAL"). TO HAVE AND TO HOLD the Pledged Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, HOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a Subsidiary of Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (ii) any Equity Interests of a Person that is not a Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Notes Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule II-A, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets or the Equity Interests of Immaterial Subsidiaries that are not Grantors (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II-B, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (e) above being collectively referred to as the “foregoing, Pledged Collateral”)Collateral shall not include Excluded Assets of any kind.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a 5 SECTION 2.02. continuing security interest in, all of such Grantor’s right, title and interest in, to and under under: (a) the shares of capital stock and other equity interests all Equity Interests now owned or at any time hereafter acquired by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such (including those Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule III) and all certificates and other instruments representing all such Equity Interests (collectively, the “Pledged Equity”); (iib) all Promissory Notes and all Instruments evidencing Indebtedness now owned or at any debt securities in time hereafter acquired by it (including those listed opposite the future issued to name of such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiion Schedule I) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt SecuritiesDebt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovethe Pledged Debt; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any item referred to in clauses (a) through (f) above if, for so long as and to the extent such item constitutes Excluded Property. SECTION 2.03.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); (b) , provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary that is not a Loan Party but is owned directly by a Loan Party, (ii) any Equity Interest of a Foreign Subsidiary that is not owned directly by a Loan Party and (iii) any Equity Interests in a Joint Venture to the extent such Equity Interests are prohibited from being pledged pursuant to the constitutive documents of such Joint Venture, (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests directly owned by it and (including such Equity Interests constituting Pledged Stock listed on Schedule II Schedules 7(a) and 7(b) to the Perfection Certificate) and any other equity interests Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Property, (b) (ib)(i) the debt securities currently issued to any Pledgor (including such debt securities constituting Pledged Debt Securities listed opposite on Schedules 7(a) and 7(b) to the name of such Grantor on Schedule IIPerfection Certificate), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Property, (c) subject to Section 2.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.6, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; above and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that (i) with respect to any Pledgor that is a Non-U.S. Subsidiary, the Pledged Collateral shall not include any Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Agent for the benefit of the Secured Parties, and (ii) the Pledged Collateral shall not include any Excluded Property.

Pledge. As security for the payment or performancepayment, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the other Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the other Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests all Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and and, as reasonably requested by the Administrative Agent, the certificates or other instruments representing all such Equity Interests (the “Pledged Stock”), provided that the Pledged Stock shall not include more than 66.5% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary to the extent that the pledge of any greater percentage would result in adverse tax consequences; (bb)(i) (i) the debt securities all Indebtedness of Parent, any Borrower or any other Subsidiary that is evidenced by a promissory note, owing to any Loan Party and constitutes Collateral and listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”), provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a pledge or grant of a security interest in any Pledged Collateral if, to the extent and for so long as the Administrative Agent, in consultation with the US Borrower, reasonably determines that the cost to the Borrowers of creating or perfecting a pledge or security interest in such Pledged Collateral (taking into account (i) any adverse tax consequences to Parent, the Borrowers and the other Subsidiaries (including the imposition of withholding or other material taxes on Lenders) and (ii) with respect to security interests in Equity Interests in Persons that are not, directly or indirectly, wholly owned by Parent, any restrictions on the creation or perfection of such security interests (including the costs of obtaining necessary consents and approvals from other holders of Equity Interest in such Persons) shall be commercially unreasonable in view of the benefits to be obtained by the Lenders therefrom. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the other Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the last paragraph of Section 4.01(a), as Exhibit 10.11 security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock and other equity interests Equity Interests directly owned by it and (including those listed on Schedule II I) and any other equity interests Equity Interests obtained in the future by such Grantor and the any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Property; (bii) (iA) the debt securities obligations listed opposite the name of such Grantor on Schedule III, (iiB) any debt securities obligations in the future issued to such Grantor represented by a promissory note or other instrument evidencing such having, in the case of each instance of debt securities securities, an aggregate principal amount in excess of $5.0 million, and (iiiC) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged Debt”); (ciii) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (d), iv) subject to Section 2.06(d)3.05 hereof, all rights and privileges of such Grantor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clause (iii) above; and (v) all proceeds of any of the foregoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (aiii) through (ev) above being collectively referred to as the “Pledged Collateral”). The Collateral Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Stock any Equity Interest which is Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.06, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of any subsidiaries owned by it and listed on Schedule II and any other equity interests Equity Interests of any subsidiaries obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities now owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities (other than Permitted Investments) in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) subject to Section 2.06, all payments of principal or principal, interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Canadian Secured Obligations, each Grantor hereby assigns assigns, pledges and pledges hypothecates to the Collateral Administrative Agent, its successors and permitted assigns, for the rateable benefit of the Secured Parties, and hereby grants and hypothecates to the Collateral Administrative Agent, its successors and permitted assigns, for the rateable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it as of the Effective Date and listed opposite the name of such Grantor on Schedule II and II, (ii) any other equity interests Equity Interests of Foreign Subsidiaries obtained in the future by such Grantor (to the extent that such Equity Interests are not otherwise pledged pursuant to Section 2.01 of the Domestic Security Agreement) and (iii) the certificates representing all such Equity Interests (the “Pledged Stock”); , (b) (ib)(i) the debt securities owned by it as of the Effective Date and listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01, (d) subject to Section 2.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)2.07, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the rateable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security (a) To secure the Obligations of each Pledgor and for the payment or performance, as the case may be, purposes set forth in full of the ObligationsSection 1 hereof, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby (i) grants to the Pledgee a first priority continuing security interest in all of the Collateral Agentowned by such Pledgor, its successors (ii) pledges and deposits as security with the Pledgee, the Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee certificates or instruments therefor (in the case of certificated Securities), duly endorsed in blank by such Pledgor in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of other certificated Securities, or such other instruments of transfer as are reasonably acceptable to the Pledgee, (iii) collaterally assigns, for transfers, hypothecates, mortgages, charges and sets over to the benefit of the Secured Parties, a security interest in, Pledgee all of such Grantor’s Pledgor's right, title and interest in, to in and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note Securities (and in and to all certificates or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiesSecurities), if any to be held by the Pledgee upon the terms and conditions set forth in this Agreement and (iv) collaterally transfers and assigns to the “Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Debt Securities”); Partnership and (cy) Membership Interests and all payments of principal or interestsuch Pledgor's right, dividends, cash, instruments title and other property from time to time received, receivable or otherwise distributed interest in respect ofeach Pledged LLC, in exchange for or upon the conversion ofeach case including, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to without limitation: -------------------------- * Deleted as the “Pledged Collateral”).executed. 4 130 EXHIBIT G*

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or (other instrument evidencing such than debt securities constituting Receivables or Related Security that, in each case, have been sold or are otherwise transferred or otherwise required to be sold or transferred in connection with, or are subject to any Liens created pursuant to or in accordance with, any Permitted Receivables Financing) and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); , (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; above and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Foreign Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and it, including those listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor Pledgor in respect of its Equity Interests in the issuers identified on Schedule II hereto to the extent that such Equity Interests are not pledged under the U.S. Collateral Agreement and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (b) (i) the debt securities listed opposite the name of such Grantor on Schedule IIsubject to Section 2.06, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and above, (bc) above; (d), subject to Section 2.06(d)2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b) above and (c) above; and (ed) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned (i) all Equity Interests held by it and on the date hereof (including those Equity Interests listed on Schedule II II) and (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) foregoing clauses (i) the debt securities listed opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt SecuritiesEquity”); (c) , in each case including all payments dividends, distributions, return of principal or interest, dividendscapital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion of, Pledged Equity and all other Proceeds received in warrants, rights or options issued thereon or with respect ofthereto; provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of (1) each Subsidiary that is a Foreign Subsidiary and (2) each Subsidiary that is a CFC Holdco, (B) any Equity Interests of (1) any Person that is not a direct or indirect wholly-owned Subsidiary of Holdings, the securities referred to in clauses Borrower or any other Loan Party or (a2) and a joint venture or any other Person (b) above; (dother than a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party), subject in each case to Section 2.06(d), all rights and privileges of such Grantor the extent (x) the Organization Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the securities and pledge of such Equity Interests, (y) the pledge of such Equity Interests is otherwise prohibited or restricted by any other property referred agreement with a third party (other than Holdings, the Borrower or any of their respective Subsidiaries) or would result in a change of control, repurchase obligation or other adverse consequence (in each case, except to in clauses (athe extent that any such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity), (bit being acknowledged and agreed that, as of the Closing Date, this clause applies to Equity Interests in Advantage AMP Inc. and Advantage Consumer Healthcare LLC), (C) any margin stock, (D) any Equity Interest, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined by the Borrower with notice in writing (which shall reasonably identify the basis for such determination) to the Administrative Agent, and (cE) above; and any specifically identified Equity Interest with respect to which the Administrative Agent has determined (ein its reasonable judgment) all Proceeds that the costs of pledging, perfecting or maintaining the pledge in respect of such Equity Interest hereunder exceeds the fair market value thereof or the practical benefit to the Secured Parties afforded thereby (any of the foregoing (the items referred Equity Interests excluded pursuant to in clauses (aA) through (eE) above being collectively referred to as above, the “Pledged CollateralExcluded Equity Interests”).; provided, further, that if

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor the Borrower hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantorthe Borrower’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests now owned or at any time hereafter acquired by it and listed the Borrower, including those set forth on Schedule II I and any (ii) all certificates and other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); (b) (ib)(i) the debt securities listed opposite now owned or at any time hereafter acquired by the name of such Grantor on Schedule II, Borrower and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (d) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor the Borrower with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and it, which, as of the Closing Date are listed on Schedule II II, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b) (i) the debt securities owned by it, which, as of the Closing Date are listed opposite the name of such Grantor on Schedule II, (ii) II and any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; above and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) subject to the shares second paragraph of capital stock and this Section 3.01, (i) the Equity Interests in any Subsidiary or other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II, but excluding Equity Interests of a type described in Section 4.01(d)(i)(C)), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates (iii) all certificates, if any, representing all any such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity Interests”); , (b) (ib)(i) the debt securities owing by Parent Holdings or any Subsidiary held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities owing by Parent Holdings or any Subsidiary obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing any such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything herein to the contrary, in no event shall Pledged Equity Interests or Pledged Collateral include, or the Security Interest attach to, the outstanding Equity Interests of a Controlled Foreign Corporation in excess of 66% of the voting power of all classes of Equity Interests of such Controlled Foreign Corporation entitled to vote; provided, that (i) immediately upon the amendment of the Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by such Grantor shall attach to, such greater percentage of Equity Interests of each Controlled Foreign Corporation, and (ii) the foregoing restrictions shall not apply to any class of Equity Interests of such Controlled Foreign Corporation not entitled to vote. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, hypothecates and pledges to pledges, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of the Borrower or any Subsidiary of Holdings obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities (other than promissory notes received in connection with loans permitted under Section 6.04(g) of the Credit Agreement) in the future held by or issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock or note powers, as applicable, duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares Equity Interests of capital stock and any Restricted Subsidiary or any other equity interests Person (other than any Unrestricted Subsidiary) now owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any other Equity Interests of any Restricted Subsidiary or any other Person (other than any Unrestricted Subsidiary) obtained in the future by such Grantor and (iii) subject to Section 3.02, the certificates and any other instruments representing all such Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); (b)(i) the debt securities and instruments now owned by such Grantor, including those listed opposite the name of such Grantor on Schedule I hereto, (ii) any debt securities and instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) subject to Section 3.02, the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 and Section 3.02; (d) subject to Section 3.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) abovethe Pledged Debt Securities; (d), e) subject to Section 2.06(d)3.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (cd) above; (f) the Intercompany Subordinated Note; and (eg) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (f) above (the items referred to in clauses (a) through (eg) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral”, “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock Capital Stock and other equity interests Equity Interests of each Issuer whether now owned or at any time hereafter acquired by it and listed such Grantor, including those set forth opposite the name of such Grantor on Schedule II II, and (ii) all certificates and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Capital Stock and other Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that, to the extent the pledge of Capital Stock and other Equity Interests of each Issuer pursuant to this clause (ba) does not result in the pledge of all issued and outstanding Capital Stock and other Equity Interests of such Issuer, the Borrowers and the Subsidiary Grantors shall take any steps necessary to cause any such remaining Capital Stock and other Equity Interests of such Issuer to be pledged hereunder; (ib)(i) the all debt securities issued by a Loan Party now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or and performance, as ------- the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in (a) all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II I hereto and any other equity interests obtained in shares of capital stock of any Restricted Subsidiary created or acquired by the future by such Grantor Pledgor, and any Subsidiary upon becoming a Restricted Subsidiary, and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not, to the extent that ------------- -------- applicable law requires that a Restricted Subsidiary of the Pledgor issue directors' qualifying shares, include such qualifying shares; (b) (i) all other property that may be delivered to and held by the debt securities listed opposite Collateral Agent pursuant to the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)terms hereof; (c) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a) and (b) above; (d), ) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “"Collateral"). Upon ---------- delivery to the Collateral Agent, any Pledged Stock now or hereafter included in the Collateral shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request. Each delivery of Pledged Stock shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a person (collectively, the “Equity Interests”) owned by it such Pledgor and listed on Schedule II hereto and any other equity interests Equity Interests obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); (b) (ib)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Shares; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Note Guarantor or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares. Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary of the Issuer shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), when considered in the aggregate with all other capital stock or other securities of such Subsidiary subject to a security interest under the Indenture, does not exceed 19.99% of the principal amount of the then outstanding Notes issued by the Issuer; provided, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Pledged Stock or Pledged Debt Securities secure the Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further, in such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to release the security interests on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, in accordance with, and to the extent consistent with, the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; provided, further, that the Pledged Stock shall not include the Equity Interests of Knoll Muebles y Sistemas S.A. so long as all such Equity Interests are sold in compliance with the terms of the Credit Agreement; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.1; (d) subject to Section 3.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.6, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and it, including but not limited to those listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests (the “"Pledged Stock”"); (b) provided that the Pledged Stock shall not include (i) Equity Interests of the SPE or (ii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth (including Section 7.13).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests now owned by it and listed on Schedule II and or at any other equity interests obtained in the future time hereafter acquired by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes all certificates and any other instruments evidencing representing all such debt securitiesEquity Interests (collectively, if any (the “Pledged Debt SecuritiesEquity Interests”); provided that the Pledged Equity Interests shall not include (A) more than 66% of the issued and outstanding voting Equity Interests of any CFC or FSHCO, (B) Equity Interests in any Person that is not a Subsidiary or (C) Equity Interests in any Unrestricted Subsidiary (the Equity Interests so excluded under clauses (A) and (B) above being collectively referred to herein as the “Excluded Equity Interests”); (b) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 and Section 3.02; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as ------- the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule II, I hereto and all shares of the capital stock of any Subsidiary hereafter acquired by such Pledgor (iithe "Pledged Stock") any and the certificates representing the Pledged Stock; (b) the ------------- promissory notes listed opposite the name of such Pledgor on Schedule I hereto and all promissory notes or other debt securities in the future issued to of any Subsidiary hereafter acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any Pledgor (the “"Pledged Debt Securities”)Notes") and the certificates representing ------------- the Pledged Notes; (c) all other property which may be delivered to and held by the Security Agent pursuant to the terms hereof; (d) subject to Section 2.04, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)2.04, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred called the "Collateral"). ---------- TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and references pertaining or incidental thereto, unto the Security Agent, its successors and its assigns, for the benefit of the Secured Parties, forever; subject, however, to as the “Pledged Collateral”)terms, covenants and ------- ------- conditions hereinafter set forth.

Pledge. As collateral security for the payment or performance, as the case may be, in full of the ObligationsObligations (whether at stated maturity, by acceleration or otherwise), each Grantor hereby delivers, mortgages, hypothecates, pledges, assigns and pledges transfers, as appropriate, to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a lien on and first priority security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests or the Borrower and each Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include, to the extent applicable law requires that a subsidiary of such Grantor issue directors' qualifying shares, such qualifying shares; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note Holdings, the Borrower or other instrument evidencing such debt securities any Subsidiary and (iii) the certificates, promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral AgentNoteholder Representative, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral AgentNoteholder Representative, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares Equity Interests now directly owned (which such Equity Interests as of capital stock and other equity interests owned by it and listed the date hereof are set forth opposite the name of such Grantor (as the owner of such Equity Interest) on Schedule II II) or at any time hereafter acquired by such Grantor, and (ii) all certificates and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (clauses (i) and (ii) collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include Excluded Property (the Equity Interests so excluded being collectively referred to herein as the “Excluded Equity Interests”); (bb)(i) (i) the any debt securities listed now owned (which such debt securities as of the date hereof are set forth opposite the name of such Grantor (as the owner of such debt securities) on Schedule II) or at any time hereafter acquired by such Grantor, and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing all such debt securities, if other than, in each case, any Excluded Property (collectively, the “Pledged Debt Securities”); (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) abovePledged Debt Securities; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any and all of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby collaterally assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares Equity Interests of capital stock and other equity interests any Subsidiary owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) subject to Section 2.02 the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); (b)(i) the debt securities and instruments owned by such Grantor, including those listed opposite the name of such Grantor on Schedule I hereto, (ii) any debt securities and instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities Grantor, and (iii) subject to Section 2.02 the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests of a Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"), provided that the Pledged Stock shall not include more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in issued after the future issued Effective Date to such Grantor represented by a promissory note or other instrument evidencing such debt securities Holdings, the Borrower and each Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and Equity Interests (listed on Schedule II II) of each Subsidiary of the Borrower (other than (i) any Immaterial Subsidiary, (ii) any Excluded Domestic Subsidiary and (iii) any Subsidiary of the Borrower (A) that is not wholly owned, directly or indirectly, by the Borrower or its other equity interests obtained Subsidiaries, (B) the Equity Interests in which cannot be pledged without violating the future by organizational documents of such Grantor Subsidiary or any agreement to which the Borrower or any of its Subsidiaries is a Party and (C) identified on Schedule V of the Credit Agreements as an "Excluded Pledged Subsidiary"), including the Receivables Subsidiary, and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) all other property that may be delivered to and held by the debt securities listed opposite Collateral Agent pursuant to the name terms of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)this Section; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary that is not a Loan Party but is owned directly by a Loan Party, (ii) any Equity Interests of a Foreign Subsidiary that is not owned directly by a Loan Party and (iii) any Equity Interests in a Joint Venture or Glenwood Acquisition LLC; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiessecurities (the debt securities referred to in clauses (i), if any (ii) and (iii) of clause (b) being collectively referred to as the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and Equity Interests in any Subsidiary or other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II, but excluding Equity Interests of a type described in Section 4.01(d)(i)(C)), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates (iii) all certificates, if any, representing all any such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity Interests”); , (b) (ib)(i) the debt securities owing by Holdings or any Subsidiary held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities owing by Holdings or any Subsidiary obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing any such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything herein to the contrary, in no event shall the Security Interest attach to the outstanding Equity Interests of a Controlled Foreign Corporation in excess of 66% of the voting power of all classes of Equity Interests of such Controlled Foreign Corporation entitled to vote, to the extent, and for so long as, such pledge would result in adverse tax consequences to the Secured Parties as a result of such pledge; provided, that (i) immediately upon the amendment of the Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by such Grantor shall attach to, such greater percentage of Equity Interests of each Controlled Foreign Corporation, and (ii) the foregoing restrictions shall not apply to any class of Equity Interests of such Controlled Foreign Corporation not entitled to vote. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”"PLEDGED STOCK"); (b) PROVIDED that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (ii) the Equity Interests in the Timber Installment Note Subsidiaries; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”"PLEDGED DEBT SECURITIES"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”"PLEDGED COLLATERAL"); SUBJECT, HOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.06, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of any subsidiaries owned by it and listed on Schedule II and any other equity interests Equity Interests of any subsidiaries obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities (other than Permitted Investments) in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and III), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (bA) more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary, (iB) any Equity Interest in any Non-Significant Subsidiary, (C) any Equity Interest in any Permitted Syndication Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law, or (D) any minority Equity Interests, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule IIIII), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, and its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, and its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b) (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and III), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); (b) provided, however, that the Pledged Stock shall not include any Excluded Equity Interests, (ib)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule IIIII), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent (or, prior to the Discharge of Term Priority Claims and with respect to the Term Facility First Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the prompt payment or performance, as the case may beapplicable, in full of the ObligationsObligations when due (whether at stated maturity, by acceleration or otherwise), each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests of a Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”), provided that the Pledged Stock shall not include more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in issued after the future issued Effective Date to such Grantor represented by a promissory note or Holdings, the Borrower, each Subsidiary and any other instrument evidencing such debt securities Person and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.