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, including the Guarantee, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 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, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II and any other Equity Interests of the US Borrower or any Subsidiary of the US Borrower obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded Security; Foreign Subsidiary to secure the Obligations other than the Foreign Obligations and (ii) at the debt securities owned option of the Collateral Agent, the issued and outstanding Equity Interests of any Foreign Subsidiary of the US Borrower if such Pledgor assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest to and under such Equity Interests pursuant to a Foreign Pledge Agreement entered into with the Collateral Agent that is in compliance with and is governed by it, including without limitation those the laws of the jurisdiction of organization of such Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.063.06, all payments of principal principal, premium (if any) 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 Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt(c) above; (ive) subject to Section 2.063.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 termination provisions of Section 7.15 and the other terms, covenants and conditions hereinafter set forthforth (including in Section 3.06).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary that is a Domestic Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (iib)(i) the debt securities owned by it, including without limitation those currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) 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 proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“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 Authority) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary that is a Domestic Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (iib)(i) the debt securities owned by it, including without limitation those currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) 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 proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“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 Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each first-tier Foreign Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged pledged Equity Interests shall not include any Excluded SecuritySecurities; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.062.05, 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 proceeds received in respect of, the Pledged Equity and Pledged Debtsecurities referred to in clause (a) above; (ivc) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged CollateralStock”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged CollateralStock, 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. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“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 Authority) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor Pledgor and Guarantor hereby pledges and 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 and lien on all of such Grantor’s Pledgor and Guarantor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and Guarantor and the certificates representing all such Equity Interests (the “"Pledged Equity”Interests"); provided that the Pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Excluded SecurityForeign Subsidiary or (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor and Guarantor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor and Guarantor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and Guarantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor and Guarantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”); providedInterests, howeverany Pledged Debt Securities or 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 Guarantor 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 pledge of the Pledged Securities is subject to the terms and conditions of that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated certain Option Agreement dated September 21, 1998, as having a security entitlement within amended on September 22, 2000, September 25, 2001, and October 25, 2001, among Tokuyama Corporation, Marubeni Corporation, Marubeni America Corporation, the meaning of Article 8 of any applicable Uniform Commercial CodeIssuer and MEMC Pasadena. 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, performance in full when due of the Obligations, including its Guarantee of the GuaranteeObligations, each Grantor hereby pledges to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests now or hereafter held by itsuch Grantor in each Subsidiary (other than any such Equity Interests constituting Excluded Property), including without limitation those the Equity Interests listed on Schedule I I, and any other Equity Interests obtained in the future by such Grantor andcertificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (b) any Excluded Security; (iipromissory note(s), Tangible Chattel Paper and Instrument(s) the debt securities owned by it, including without limitation those debt securities evidencing Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule II and any promissory note(s), Tangible Chattel Paper and Instrument(s) evidencing Indebtedness (including, without limitation, any debt securities obtained intercompany notes) directly owing to such Grantor in the future by (other than any such Grantor promissory note(s), Tangible Chattel Paper and the promissory notes and any other instruments evidencing any debt Instrument(s) constituting Excluded Property) (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity and Pledged Debt; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) above; and (ve) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); providedprovided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, howevernothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, that in no event shall and none of the Pledged Collateral include shall include, any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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 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, performance in full when due of the Obligations, including each Guarantee of the GuaranteeObligations, each Grantor hereby pledges to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests now or hereafter held by itsuch Grantor in each Subsidiary (other than any such Equity Interests constituting Excluded Property), including without limitation those the Equity Interests listed on Schedule I I, and any other Equity Interests obtained in the future by such Grantor andcertificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (b) any Excluded Security; (iipromissory note(s), Tangible Chattel Paper and Instrument(s) the debt securities owned by it, including without limitation those debt securities evidencing Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule II and any promissory note(s), Tangible Chattel Paper and Instrument(s) evidencing Indebtedness (including, without limitation, any debt securities obtained intercompany notes) directly owing to such Grantor in the future by (other than any such Grantor promissory note(s), Tangible Chattel Paper and the promissory notes and any other instruments Instrument(s) evidencing any debt Indebtedness constituting Excluded Property) (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity and Pledged Debt; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) above; and (ve) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); providedprovided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, howevernothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, that in no event shall and none of the Pledged Collateral include shall include, any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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 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 Revolver Obligations, including the Guarantee, each Grantor Pledgor hereby pledges and 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 and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “"Pledged Equity”Interests"); provided that the Pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Excluded SecurityForeign Subsidiary, (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”); providedInterests, howeverany Pledged Debt Securities or 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 pledge of the Pledged Securities is subject to the terms and conditions of that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated certain Option Agreement dated September 21, 1998, as having a security entitlement within amended on September 22, 2000, September 25, 2001, and October 25, 2001, among Tokuyama Corporation, Marubeni Corporation, Marubeni America Corporation, the meaning of Article 8 of any applicable Uniform Commercial CodeBorrower and MEMC Pasadena. 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, including the Guarantee, each Grantor Pledgor hereby pledges and 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 and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “"Pledged Equity”Interests"); provided that (i) the Pledged Equity Interests shall not include more than 65% of the issued and outstanding voting stock of any Foreign Subsidiary, (ii) the Pledged Interests shall not include any Excluded SecurityEquity Interests in any Foreign Joint Venture Company to the extent that such a Pledge is prohibited by the constitutive documents of such Foreign Joint Venture Company or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”); providedInterests, howeverany Pledged Debt Securities or any stock certificates, that notes or other securities now or hereafter included in no event 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 Collateral include 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 property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. 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, including the Guarantee, 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 and lien on all of such Grantor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities a Material Subsidiary obtained in the future by such Grantor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Equity Interests; (b)(i) the debt securities currently issued to any Grantor and all other debt owing to any Grantor (which such debt constituting Pledged Debt as of the date hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Grantor and any other debt which may in the future be owing to any Grantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded SecurityAsset; (iiic) 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 proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 security for the payment or performance, as the case may be, in full of the all Secured Obligations, including the Guarantee, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties a security interest in and lien on 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 (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I and II, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded SecurityAssets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (iib)(i) the debt securities owned by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity securities and Pledged Debtother property referred to in clauses (a) and (b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); providedforegoing, however, that in no event shall Pledged Collateral and Pledged Debt Securities shall not include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 Excluded Assets of any applicable Uniform Commercial Code. 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 forthkind.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, including the Guarantee, 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 continuing security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under under: (ia) all Equity Interests held now owned or at any time hereafter acquired by it, it (including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I) and all certificates and other instruments representing all such Equity Interests; provided that the Pledged Equity shall not include more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (collectively, the “Pledged Equity”); (b) all Promissory Notes and all Instruments evidencing Indebtedness now owned or at any debt securities obtained in time hereafter acquired by it (including those listed opposite the future by name of such Grantor and the promissory notes and any other instruments evidencing any debt on Schedule I) (the “Pledged Debt”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (iiid) 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 Pledged Equity and the Pledged Debt; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral shall not include any property with respect item referred to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 assignsin clauses (a) through (f) above if, for the benefit of the Secured Parties, forever, subject, however, so long as and to the terms, covenants and conditions hereinafter set forthextent such item constitutes Excluded Property.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each first-tier Foreign Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged pledged Equity Interests shall not include any Excluded SecuritySecurities; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.062.05, 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 proceeds received in respect of, the Pledged Equity and Pledged Debtsecurities referred to in clause (a) above; (ivc) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged CollateralStock”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged CollateralStock, 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 security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that (i) the Pledged Equity Stock shall not include any Excluded SecuritySecurities and (ii) in the case of Holdings and each Legacy Blocker Entity, such pledge shall be limited to the Equity Interests of the Borrower or any Legacy Blocker Entity directly owned by it; (iib)(i) the debt securities owned by it, including without limitation those currently issued to any Grantor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) 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 proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 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 and performance, as the case may be, in full of the Reimbursement Obligations, including the Guarantee, each Grantor Pledgor hereby pledges and 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 and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “"Pledged Equity”Interests"); provided that the Pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Excluded SecurityForeign Subsidiary, (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”); providedInterests, howeverany Pledged Debt Securities or 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 pledge of the Pledged Securities is subject to the terms and conditions of that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated certain Option Agreement dated September 21, 1998, as having a security entitlement within amended on September 22, 2000, September 25, 2001, and October 25, 2001, among Tokuyama Corporation, Marubeni Corporation, Marubeni America Corporation, the meaning of Article 8 of any applicable Uniform Commercial CodeBorrower and MEMC Pasadena. 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 all Non-Revolving Obligations, including the Guarantee, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties, ) and hereby grants to the Collateral Administrative Agent, its successor and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties) a security interest in the Pledged Collateral. As security for the payment or performance, as the case may be, in full of all Revolving Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Revolving Secured PartiesParties and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Revolving Secured Parties a security interest in and lien on 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 (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I and II, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of Holdings to the extent a security interest therein is prohibited by the terms of such Person’s Organizational Documents, (B) any Equity Interest with respect to which Holdings shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Equity Interest hereunder would result in adverse tax consequences to Holdings and the Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Holdings to be material to Holdings and the Subsidiaries, (C) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirement of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded SecurityEquity Interest at such time as such prohibition ceases to be in effect; and (D) any Equity Interest that the Parent Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (D) above being referred to as the “Excluded Equity Interests”); (iib)(i) the debt securities owned by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityAdministrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iiid) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each first-tier Foreign Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged pledged Equity Interests shall not include any Excluded SecuritySecurities; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.062.05, 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 proceeds received in respect of, the Pledged Equity and Pledged Debtsecurities referred to in clause (a) above; (ivc) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged CollateralStock”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged CollateralStock, 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. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“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 Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests secure Obligations, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property Investment Property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Section 3. 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 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, including the GuaranteeGuaranty, each Grantor hereby pledges to the Bridge Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Bridge Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) all Equity Interests held by itit on the Closing Date in the Borrower and any Wholly-Owned Restricted Subsidiary including, including without limitation those limitation, the Equity Interests listed on Schedule I and any other Equity Interests in any Wholly-Owned Restricted Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityEquity; (ii) (A) the debt securities owned by itit on the Closing Date including, including without limitation those limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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 Bridge 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, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, in a Person that is or becomes a subsidiary of such Grantor and the certificates representing all such Equity Interests (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded Security; Foreign Subsidiary directly held by a Loan Party, (ii) any Equity Interests of any Foreign Subsidiary not directly held by a Loan Party, or (iii) Equity Interests in Shanghai RedPrairie Systems, Ltd. or any other Foreign Subsidiary to the debt securities owned extent a pledge of such Equity Interests is illegal or otherwise prohibited by it, including without limitation those applicable law; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule I, (ii) any debt securities obtained or intercompany loans or advances in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.063.06, 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 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, including the Guarantee, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (b)(i) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided provided, that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, howeverfor the avoidance of doubt, that in no event shall none of the Pledged Collateral shall include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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 Second-Priority Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would 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 Authority) of separate financial statements of the Issuer or any Subsidiary of the Issuer due to the fact that such Person’s Equity Interests secure the Secured Obligations, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the Secured Obligations, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Second-Priority Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral (but only to the extent that will not result in such Person being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Second-Priority Secured Party, to the extent necessary to subject such portion of the Regulation S-X Excluded Collateral to a Lien in favor of the Collateral Agent.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under under: (ia)(i) the Equity Interests now or at any time hereafter owned by or on behalf of such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I certificates and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary that is a CFC or CFC Holding Company; or (B) Equity Interests in any Person that constitute Excluded SecurityEquity Interests or Excluded Assets; (iib)(i) the debt securities now owned or at any time hereafter acquired by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, but excluding any debt securities obtained in the future by such Grantor Excluded Asset and the (ii) all promissory notes and any other instruments evidencing all such debt securities, but excluding any debt Excluded Asset ((i) and (ii) collectively, the “Pledged DebtDebt Securities”); provided (c) all other property of such Grantor that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityAdministrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (iiid) subject to Section 2.063.05, 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 Pledged Equity Interests and Pledged DebtDebt Securities; (ive) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 Foreign Obligations, including the Guarantee, 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 and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I and II, any other Equity Interests obtained in the future by such Grantor and, Pledgor in respect of its Equity Interests in the issuers identified on Schedule II hereto to the extent certificated, that such Equity Interests are not pledged under the U.S. Collateral Agreement and the certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include any Excluded Security; (ii) to the debt securities owned by it, including without limitation those debt securities listed opposite the name extent applicable law requires that a Subsidiary of such Grantor on Schedule IPledgor issue directors' qualifying shares, any debt securities obtained in the future by such Grantor and the promissory notes and any shares or nominee or other instruments evidencing any debt similar shares, (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) 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 proceeds received in respect of, the Pledged Equity and Pledged Debt; securities referred to in clause (iva) above, (c) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; above and (vd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 general and continuing collateral security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 continuing security interest in and lien on all of such Grantorthe Pledgor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “Pledged EquityStock”); provided that the Pledged Equity shall not include any Excluded Security; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) 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 Stock; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding any of the foregoing, howeverthe 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 Loan Party, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ or nominee’s qualifying shares, such qualifying shares, or (iii) any shares or other Equity Interests or debt securities issued by any Excluded Subsidiary. Any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by (a) stock powers of attorney 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. If the constating documents of any Person listed under the heading “Issuer” in Schedule II hereto restrict the transfer of the securities of such Issuer, then the Pledgor will also deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such Issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of the Collateral by the Collateral Agent upon a realization on the security constituted hereby in accordance with this Agreement. Each Pledgor confirms that value has been given by the Collateral Agent and the Secured Parties to the Pledgor, that the Pledgor has rights in no event shall Pledged the Collateral include (other than after-acquired property) and that the Pledgor and the Collateral Agent have not agreed to postpone the time for attachment of the security interests created by this Agreement to any property with respect of the Collateral. The security interests created by this Agreement will have effect and be deemed to which a Grantor is treated as having a security entitlement within be effective whether or not the meaning Obligations or any part thereof are owing or in existence before or after or upon the date of Article 8 of any applicable Uniform Commercial Codethis Agreement. TO HAVE AND TO HOLD the Pledged 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 Secured Obligations, including the GuaranteeNote Guarantees, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under under, and whether now or hereafter existing or arising, (i) all Equity Interests held by itit in each of its Subsidiaries, including including, without limitation those limitation, the Equity Interests listed on Schedule I and any other Equity Interests in any of its Subsidiaries obtained in the future by such Grantor and, to the extent certificated, and the certificates representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include (A) the Equity Interests of the Issuer, Bonstores Holdings One, LLC and Bonstores Holdings Two, LLC, (B) voting Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of each Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by any Excluded SecurityGrantor and (C) the partnership interests in any of The Bon-Ton Properties-Eastview L.P., The Bon-Ton Properties-Marketplace L.P., or The Bon-Ton Properties-Greece Ridge L.P., to the extent that the grant of such security interest would constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, loan document, partnership agreement or other organizational document of such limited partnership, so long as such restrictive provision is enforceable under applicable law; (ii) (A) the debt securities owned by itit including, including without limitation those limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided (iii) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent; (iiiiv) 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, at any time prior to the Discharge of First Lien Obligations, Pledged Collateral shall not include any assets that are not at such time required to be subject to the Liens securing the Credit Facility Obligations pursuant to the terms of the First Lien Security Documents; provided, however, that in at any time such assets are required to be subject to the Liens securing the Credit Facility Obligations then such asset shall no event shall longer be excluded from Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeCollateral. 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, including the Guarantee, 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 and lien on in. all of such Grantor’s right, title and interest in, to and under (ia) all shares of capital stock and other Equity Interests held issued to or otherwise owned by it, including without limitation those Equity Interests such Grantor (which such Grantor represents are accurately listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and, that are required by the Collateral and Guarantee Requirement to the extent certificated, be pledged hereunder and the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided (b) (i) all debt securities issued to or otherwise owned by such Grantor (including the PR Mortgage Notes) (which such Grantor represents are accurately listed on Schedule II) that are required by the Pledged Equity shall not include any Excluded Security; Collateral and Guarantee Requirement to be pledged hereunder. (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by issued to such Grantor that are required by the Collateral and Guarantee Requirement to be pledged hereunder and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include Collateral Agent (or to or by any Excluded Securityother Person pursuant to the Intercreditor Agreement, in each case acting as gratuitous bailee for the Collateral Agent) pursuant to the terms of this Section 2.01; (iiid) subject to Section 2.062.04, 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 Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt; (ivc) above: (e) subject to Section 2.062.04, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral shall not include any assets or property with respect to which a Grantor is treated that are Excluded Assets for so long as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codesuch assets or property constitute 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 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, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the Guaranteepayment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), each Grantor hereby collaterally 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 it successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ia) all Equity Interests held by it, including without limitation those Equity Interests it are listed on Schedule I hereto and any other Equity Interests obtained in the future by such Grantor andand the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (iib) the (i) all debt securities of any Grantor or any Subsidiary of any Grantor owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities of any Grantor or any Subsidiary of any Grantor obtained in the future by such Grantor and the (iii) any promissory notes and any other instruments evidencing any such debt securities (the debt securities, promissory notes and instruments referred to in clauses (i), (ii) and (iii) of this clause (b) are collectively referred to as the “Pledged Debt”); provided (c) all other property that is delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent; (iiid) subject to Section 2.062.07, 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 proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; (e) all insurance policies now or hereafter owned by each Grantor, listed on Schedule I hereto and to be updated from time to time, including life settlement policies and all related death benefits, the Servicing Agreement, related property with respect to each policy, policy files, all income, all rights under such policies (including the right to make claims on the foregoing policies and the right to receive payments under such policies), payments and proceeds (including proceeds of such policies received from an insurer and proceeds from the sale of such policies but excluding proceeds which independently constitute Excluded Assets) relating to or arising out of the foregoing and all rights of recourse or recovery against any third party, and all other claims, rights and causes of action, relating to or arising out of any of the foregoing (collectively, the “Pledged Policies”) and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding anything to the contrary in this Agreement, however, that in no event shall the Pledged Collateral shall not include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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. The grant of a security interest in the Pledged Collateral by each Grantor under this Agreement secures the payment of all Secured Obligations now or hereafter existing under, or in respect of, the Credit Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement, obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and that would be owed by such Grantor to any Secured Party under the Credit Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Grantor.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby pledges, each Grantor hereby pledges to assigns and grants 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “Pledged Equity”"PLEDGED STOCK"); provided PROVIDED that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to any Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”"PLEDGED DEBT SECURITIES"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065 hereof, all payments of principal or interest, dividendsdividends (PROVIDED that to the extent such dividends received are in the form of Equity Interests of any Foreign Subsidiary, the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary), 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065 hereof, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) 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 applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Collateral”); providedSecurities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. 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, foreverSUBJECT, subject, howeverHOWEVER, 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, including those under the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) all other property that is required to be delivered to and held by the Administrative Agent pursuant to the terms of the Credit Agreement or this Section 2.01; (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 Pledged Equity and Pledged Debt; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iiiiv) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property Investment Property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Article 3. 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 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 its Secured Obligations, including pursuant to the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that that, notwithstanding anything to the contrary herein or in any other Loan Document, (x) the Pledged Debt shall not include any Excluded SecuritySecurity and (y) to the extent the Pledged Debt constitutes Indebtedness of the Parent Borrower or any Restricted Subsidiary owing to the Parent Borrower or any other Restricted Subsidiary, delivery of the Global Intercompany Note shall be deemed to satisfy the delivery requirement set forth in Section 2.02 with respect to such Pledged Debt; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property Investment Property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Section 3. 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 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 all Secured Obligations, including the Guarantee, 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 and lien on 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 under: (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I and II, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded SecurityAssets or Equity Interests of Immaterial Subsidiaries (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (iib)(i) the debt securities owned by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityNotes Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iiid) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); providedforegoing, however, that in no event shall Pledged Collateral shall not include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 Excluded Assets of any applicable Uniform Commercial Code. 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 forthkind.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) 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 Collateral”); providedSecurities") shall be accompanied by 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. 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, including any Obligations under the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor andand the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityAssets; (iib)(i) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, (ii) any debt securities obtained in the future by such Grantor and (iii) the intercompany notes and other promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded SecurityAssets; (iiic) subject all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.06, 2.01 and Section 2.02; (d) all payments of principal or principal, 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 Pledged Equity and Pledged Debt; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib)(i), (b)(ii), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral shall not include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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, foreveruntil the termination of this Agreement, 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 Secured Obligations, including the Guarantee, each Grantor hereby pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent and its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests held the Capital Stock of each Domestic Subsidiary and each first-tier Foreign Subsidiary owned by it, including without limitation those Equity Interests it and listed on Schedule I II, and any other Equity Interests Capital Stock issued by any Domestic Subsidiary or first-tier Foreign Subsidiary and obtained in the future by such Grantor and, to the extent certificated, the certificates representing securities in all such Equity Interests Capital Stock (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include more than 65% of the outstanding Capital Stock of any Excluded Securitysuch Foreign Subsidiary; (iib)(i) the debt securities owned by it, including without limitation those debt securities or promissory notes listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained or promissory notes in excess of $2,000,000 issued after the future by Closing Date to such Grantor by Borrower and the promissory notes and any other instruments evidencing any debt each Subsidiary (collectively, the “Pledged DebtNotes”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments dividends and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia) and(b); (e) subject to Section 3.06, (ii), all rights and (iii) aboveprivileges of such Grantor with respect to the Pledged Stock and the Pledged Notes; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, however(A) Pledged Stock shall not include (v) Capital Stock of Immaterial Subsidiaries (w) Capital Stock of Unrestricted Subsidiaries, (x) Capital Stock of Insurance Subsidiaries, (y) Capital Stock of a Non Wholly-Owned Subsidiary to the extent prohibited by (or requiring consent (other than consent of any Grantor) pursuant to) such Non Wholly-Owned Subsidiary’s organizational document and related agreements, or (z) any other Capital Stock if granting a security interest in such Capital Stock is prohibited by (or requiring consent (other than consent of any Grantor) pursuant to) applicable law or to the extent that granting a security interest in no event shall such Capital Stock is prohibited by a shareholder, joint-venture or similar agreement, except to the extent that the provision of such shareholder, joint-venture or similar agreement giving rise to such prohibition is ineffective under applicable law, and (B) Pledged Collateral shall not include any property with respect assets as to which a Grantor is treated as having the Administrative Agent and the Borrower have reasonably determined in writing that the burden or cost of obtaining a security entitlement within interest in such assets outweighs the meaning benefit to the Secured Parties of Article 8 the security to be afforded thereby and the Grantors shall not be required to perfect a security interest in any item of any applicable Uniform Commercial CodePledged Collateral as to which the Administrative Agent and the Borrower have reasonably determined in writing that the burden or cost of perfecting a security interest in such Pledged Collateral outweighs the benefit to the Secured Parties of the security to be afforded thereby. 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 all Secured Obligations, including the Guarantee, each Grantor hereby assigns and pledges to the Collateral Agent, Interim Security Agent and its successors and assigns, for the benefit of the Secured Interim Finance Parties, and hereby grants to the Collateral Agent, Interim Security Agent and its successors and assigns, for the benefit of the Secured Interim Finance Parties, a security interest in and lien on 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 (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I, as and when delivered to the Interim Security Agent, in the form of Schedule I and attached hereto, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded SecurityAssets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (iib)(i) the debt securities owned by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, as and when delivered to the Interim Security Agent, in the form of Schedule I attached hereto, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.062.04, 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 Pledged Equity securities and Pledged Debtother property referred to in clauses (a) and (b) above; (ivd) subject to Section 2.062.04, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), and (iiib) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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.and

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, including the Guarantee, each Grantor hereby 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 PartiesCreditors, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all the Equity Interests held of any Person (including, without limitation, the Borrower and each Subsidiary) owned by it on the date hereof or at any time thereafter acquired by it, including without limitation those and in all certificates at any time representing any such Equity Interests listed on Schedule I Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests obtained in the future by of any Person that may be issued or granted to, or held by, such Grantor andwhile this Agreement is in effect (collectively, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecurityExcess Exempted Foreign Entity Voting Equity; (iib) the all debt securities owned by itand promissory notes held by, including without limitation those debt securities listed opposite the name of or owed to, such Grantor on Schedule I(whether the respective issuer or obligor is the Borrower, any debt securities obtained in of its Subsidiaries or any other Person) on the future by such Grantor Effective Date or at any time thereafter, and the all securities, promissory notes and any other instruments evidencing any the debt securities or promissory notes described above (collectively, the “Pledged Debt”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 3.01; (iiid) subject to Section 2.063.05, 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 Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt(c) above; (ive) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 PartiesCreditors, 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 all Secured Obligations, including the Guarantee, each Grantor hereby 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 PartiesCreditors, a security interest in and lien on all of such Grantor’s right, title and interest in, to and under (ia) all the Equity Interests held of any Person owned by it on the date hereof or at any time thereafter acquired by it, including without limitation those and in all certificates at any time representing any such Equity Interests listed on Schedule I Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests obtained in the future by of any Person that may be issued or granted to, or held by, such Grantor andwhile this Agreement is in effect (collectively, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecurityExcess Foreign Subsidiary Voting Equity Interests; (iib) the all debt securities owned by itand promissory notes held by, including without limitation those debt securities listed opposite the name of or owed to, such Grantor on Schedule I(whether the respective issuer or obligor is the Borrower, any of its Subsidiaries or any other Person) on the Initial Borrowing Date or at any time thereafter, and all debt securities obtained in the future by such Grantor and the securities, promissory notes and any other instruments evidencing any the debt securities or promissory notes described above (collectively, the “Pledged Debt”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 3.01; (iiid) subject to Section 2.063.05, 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 Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt(c) above; (ive) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 PartiesCreditors, 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, including the Guaranteeeach Pledgor hereby bargains, each Grantor hereby pledges sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all any shares of capital 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 held Interests”) owned by it, including without limitation those Equity Interests such Pledgor which are initially listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “Pledged EquityEquity Interests”); provided that that, (i) subject to the last sentence of this Section 2, Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be limited, in the aggregate, to the pledge of 65% of the issued and outstanding common stock of such foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock certificate representing in excess of such percentage ownership and (ii) interests in any joint venture will not include any Excluded Securityconstitute Pledged Equity Interests hereunder to the extent and for so long as the documents governing such joint venture prohibit the granting of a security interest therein; (iib) (i) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) any other debt securities obtained in the future by issued to such Grantor Pledgor; and (iii) the promissory notes and any other instruments evidencing any such debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Securitysecurities; (iiic) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 2.067 hereof, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.067 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds (as such term is defined in the UCC) of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Without limiting the foregoing, howeverthe Collateral Agent is hereby authorized to file one or more financing statements, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a continuation statements or other filings or documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security entitlement within interest granted by each Pledgor hereunder, without the meaning of Article 8 signature of any applicable Uniform Commercial CodePledgors, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. TO HAVE AND TO HOLD Notwithstanding anything to the contrary contained in this Section 2, the Pledged CollateralEquity Interests shall not include the Equity Interests of any foreign subsidiary of a Pledgor if such pledge is not permitted by contract or applicable law, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, if such pledge could reasonably be expected to have adverse tax consequences for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forthPledgors.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including pursuant to the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property Investment Property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Section 3. 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 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 and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any shares of capital stock of the Borrower, any Subsidiary or any other Equity Interests person obtained in the future by such Grantor and, Pledgor and required by the Credit Agreement to the extent certificated, be pledged hereunder and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded SecurityForeign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the such name of such Grantor Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future issued to or held by such Grantor Pledgor and required by the Credit Agreement to be pledged hereunder and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) 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 Collateral”); providedSecurities") 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. 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, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held by it, the shares of capital stock or other equity interest (including without limitation those Equity Interests any equity interest in any joint venture listed on Schedule I III hereto (the "Joint Ventures")) owned by it and listed on Schedule II hereto and any shares of capital stock or other Equity Interests equity interest of or any Subsidiary or Joint Ventures obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares or equity interest (the “"Pledged Equity”Stock"); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) 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 Collateral”); providedSecurities") 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. 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 121 3 the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the indefeasible payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranteeeach Pledgor hereby pledges, each Grantor hereby pledges hypothecates, assigns, charges, mortgages, delivers, and 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 and lien on 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 (ia)(i) all Equity Interests held owned by itit and issued by the Borrower, including without limitation those Equity Interests listed on Schedule I and a Subsidiary Loan Party or an Included Entity as of the Restatement Date; (ii) any other Equity Interests obtained owned in the future by such Grantor andPledgor and issued by the Borrower, to the extent certificated, the a Subsidiary Loan Party or an Included Entity; (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 EquityStock”); provided that Pledged Stock shall include the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities interests listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.063.07, 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 Pledged Equity and Pledged DebtStock; (ivc) subject to Section 2.06, 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 (i), (ii), and (iii) aboveor arising out of any of the foregoing; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in, and “Pledged Collateral” shall not include, any Excluded Assets, (b) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in any asset or property to the extent such grant of a security interest in such asset or property shall contravene Section 9.21 of the Credit Agreement and (c) 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,

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor hereby 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I II, all other Equity Interests owned by such Grantor on the date hereof (other than Equity Interests issued by Subsidiaries (1) not engaged to any extent in the Telecommunications/IS Business or (2) that are not Material Subsidiaries) and any other Equity Interests that are obtained in the future by such Grantor and(other than Equity Interests issued by Subsidiaries (1) not engaged to any extent in the Telecommunications/IS Business or (2) that are not Material Subsidiaries), to the extent certificated, and the certificates representing all such Equity Interests (the “Pledged EquityEquity Interests”); provided provided, however, that (i) the Pledged Equity Interests shall not include (1) more than 65% of the issued and outstanding voting Equity Interests in Level 3 Communications Canada Co. or (2) any Equity Interest of any Foreign Subsidiary other than Level 3 Communications Canada Co. and (ii) after the Enhanced Collateral Date, the Pledged Equity Interests shall exclude Equity Interests issued by (1) Software Spectrum, Inc. (“Software”), (2) Eldorado Marketing, Inc. (“Eldorado”), and (3) (i)Structure, LLC (together with Software and Eldorado, the “Excluded SecuritySubsidiaries”); (iib) the debt securities owned by it, such Grantor on the date hereof (including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, II) and any debt securities that are obtained in the future by such Grantor Grantor, and the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms of this Section 2.01; (iiid) 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) (A) all Equity Interests held by itit on the Closing Date in the Borrower and any Restricted Subsidiary, including including, without limitation those limitation, the Equity Interests listed on Schedule I and (B) any other Equity Interests in the Borrower and any Restricted Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityEquity; (ii) (A) the debt securities owned by itit on the Closing Date including, including without limitation those limitation, the debt securities and instruments listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the debt securities and instruments referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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 assigns, 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 all Non-Revolving Obligations, including the Guarantee, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties, ) and hereby grants to the Collateral Administrative Agent, its successor and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties) a security interest in the Pledged Collateral. As security for the payment or performance, as the case may be, in full of all Revolving Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Revolving Secured PartiesParties and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Revolving Secured Parties a security interest in and lien on 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 (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I and II, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) Equity Interests of any Excluded Security; (ii) Person that is not a direct or indirect, wholly owned Subsidiary of Holdings to the debt securities owned extent a security interest therein is prohibited by it, including without limitation those debt securities listed opposite the name terms of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i)Person’s Organizational Documents, (ii), and (iiiB) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property Equity Interest with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, Holdings shall have provided to the terms, covenants and conditions hereinafter set forth.Administrative Agent a certificate of a Financial Officer

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, including the Guarantee, each Grantor Pledgor hereby pledges and 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 benefit of the Secured Parties, a security interest in and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it that are listed on Schedule I and II hereto and, subject to applicable law, any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “Pledged EquityInterests”); , provided that, to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, the Pledged Equity Interests shall not include any Excluded Securitysuch qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it that are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) subject to applicable law, any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityPerfection Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Upon delivery to the Perfection Agent, however(x) any Pledged Interests in certificated form, that any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in no event the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Perfection Agent and by such other instruments and documents as the Perfection Agent may reasonably request and (y) 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 Perfection Agent may reasonably request. Each delivery of Pledged Collateral include 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 property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. 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 Perfection 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 in this Agreement or any other Indenture Document to the contrary, the Collateral shall not include any securities or other property referred to in clauses (a) through (f) above, or any rights and privileges with respect to, or proceeds of, any of such securities or other property, (i) if granting a security interest in such securities or other property would (x) violate the law of the jurisdiction in which such securities or other property are located or the law of the jurisdiction where the Person owning such securities or property is organized, (y) violate the terms of any material contract binding on the Issuer, the Company or any of its Subsidiaries (but only to the extent that the restrictions in all such contracts, taken as a whole, do not materially limit the Collateral that would otherwise be pledged pursuant to the Collateral Requirement to secure the Secured Obligations) or (z) result in a material adverse tax consequence to the Guarantor granting such security interest (as determined reasonably by the Board of Directors) or (ii) if the cost to the Company, the Issuer or any Grantor of granting and perfecting a Lien in such securities or other property would be excessive in view of the related benefits to be received by the Secured Parties therefrom (as determined reasonably by the Board of Directors), provided, however, that, notwithstanding clauses (i) and (ii) of this paragraph, the Notes Parties shall grant a security interest in such securities or property and execute such documentation and take such actions required to perfect any such security interest, as the case may be, (I) to the extent that the Notes Parties grant such security interests or execute such documentation or take any such other action for perfection thereof for the benefit of the First Priority Representative under the Senior Credit Facility and (II) in accordance with the provisions of Section 11.01(g) of the Indenture.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor andand the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) Equity Interests of any Excluded SecurityForeign Subsidiary of the Borrower or any Guarantor that are not Eligible Equity Interests, (B) equity interests in joint ventures (excluding Wholly Owned Subsidiaries) owned by the Borrower or any Restricted Subsidiary, to the extent a pledge thereof would violate or require the consent of a counterparty under the relevant joint venture arrangements and (C) any Equity Interests with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a security interest therein shall be excessive in view of the benefits to be obtained by the Lenders or any other Secured Party therefrom; (iiii)(A) the debt securities owned held by it, including without limitation those debt securities such Grantor in physical form on the date hereof and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iiiiv) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including the Guarantee, each Grantor Pledgor hereby pledges and grants 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held owned by it, including without limitation those Equity Interests it that are listed on Schedule I and II hereto and, subject to applicable law, any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “Pledged EquityInterests”); , provided that, to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, the Pledged Equity Interests shall not include any Excluded Security; such qualifying shares, (iib) (i) the debt securities owned by it, including without limitation those debt securities it that are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) subject to applicable law, any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities ((b)(i), (b)(ii) and this (b)(iii) being collectively referred to as the “Pledged DebtDebt Securities”); provided , (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded Security; Administrative Agent pursuant to the terms hereof, (iiid) subject to Section 2.065, 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 ofof the securities referred to in clauses (a) and (b) above, and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (d) above, and (iii) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Upon delivery to the Administrative Agent, however(x) any Pledged Interests in certificated form, that any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in no event the Collateral (all collectively referred to as the “Pledged Securities”) shall be accompanied by undated stock powers or other applicable instruments of transfer, in the case of Pledged Debt Securities duly executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (y) all other property comprising part of the Collateral include 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 property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. 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 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. Notwithstanding anything in this Agreement, any other Loan Document or any Platinum Lease to the contrary, (A) the Collateral shall not include any securities or other property referred to in clauses (a) through (f) above, or any rights and privileges with respect to, or proceeds of, any of such securities or other property, (i) if the Administrative Agent determines, after consultation with the Borrower that granting a security interest in such securities or other property would (x) violate the law of the jurisdiction in which such securities or other property are located or the law of the jurisdiction where the Person owning such securities or property is organized, (y) violate the terms of any material contract binding on STX, the Borrower or any Subsidiary (but only to the extent that the restrictions in all such contracts, taken as a whole, do not materially limit the Collateral that would otherwise be pledged pursuant to the Collateral and Guarantee Requirement and Section 5.14 of the Credit Agreement to secure the Obligations) or (z) result in a material adverse tax consequence to the Loan Party granting such security interest or (ii) if the Administrative Agent shall determine that the cost to STX, the Borrower or any Grantor of granting and perfecting a Lien in such securities or other property would be excessive in view of the related benefits to be received by the Lenders therefrom, provided that any securities or other property excluded as Collateral pursuant to this clause (ii) shall be specified on Schedule III, as modified by the Administrative Agent from time to time, and (B) (i) the pledge of Equity Interests of any CFC Subsidiaries of a U.S. Subsidiary to secure the Obligations of any U.S. Loan Party shall not include (x) more than 65% of the outstanding voting Equity Interests of each “first tier” CFC Subsidiary directly owned by such U.S. Subsidiary or (y) any Equity Interests of any CFC Subsidiary of such U.S. Subsidiary that is not a “first tier” CFC Subsidiary of such U.S. Subsidiary and (ii) the pledge of Equity Interests of any Qualified CFC Holding Company of any U.S. Subsidiary to secure the Obligations of any U.S. Loan Party shall not include (x) more than 65% of the outstanding voting Equity Interests of each “first tier” Qualified CFC Holding Company directly owned by such U.S. Subsidiary and (y) any Equity Interests of any Qualified CFC Holding Company of such U.S. Subsidiary that is not a “first tier” Qualified CFC Holding Company of such U.S. Subsidiary.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantee, 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 and lien on all of such Grantor’s right, title and interest in, to and under (a) (i) all the Equity Interests held owned by itit as of the Issue Date, including without limitation those the Equity Interests listed opposite the name of such Grantor on Schedule I and II, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates representing all such Equity Interests (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (B) could not reasonably be expected to cause any Excluded Security; material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (iiwithin the meaning of Treas. Reg. Section 1.956-2(c)(2) or any successor regulation) of any Foreign Subsidiary (the provision set forth in this proviso being referred to as the “Deemed Dividend Provision”), (b)(i) the debt securities owned by itit as of the Issue Date, including without limitation those the debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided , (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded Security; Collateral Agent (iiior the Intercreditor 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) above, (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (d) above, and (iii) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that the Equity Interests and other securities issued by the Company or any Subsidiary of Parent or the Company will constitute Collateral securing the Securities and Note Guaranties only to the extent that such Equity Interests and securities can secure such Securities and Note Guaranties without Rule 3-16 of Regulation S-X (“Rule 3-16”) under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of the Company or such Subsidiary to be filed with the SEC (or any other governmental agency); provided, further that, in no the event that Rule 3-16 requires or 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 the Company or any Subsidiary of Parent or the Company due to the fact that the Company’s or such Subsidiary’s Equity Interests or other securities secure the Securities and Note Guaranties, then such Equity Interests and other securities shall Pledged automatically be deemed not to be part of the Collateral include securing the Securities and Note Guaranties (but only to the extent necessary to not be subject to such requirement); provided, further that, in the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any property other law, rule or regulation is adopted, which would permit) the Company’s or such Subsidiary’s Equity Interests and other securities to secure the Securities and Note Guaranties in excess of the amount then pledged without the filing with respect the SEC (or any other governmental agency) of separate financial statements of the Company or such Subsidiary, then the Equity Interests and other securities of the Company or such Subsidiary shall automatically be deemed to which be a Grantor is treated part of the Collateral securing the Securities and Note Guaranties (but only to the extent the Company or such Subsidiary would not be subject to any such financial statement requirement) (the provisions set forth in this proviso and the two immediately proceeding provisos being collectively referred to as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code“Rule 3-16 Provisions”). 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 Secured Obligations, including the Guarantee, each Grantor Pledgor hereby pledges and 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 and lien on all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all the shares of capital 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 held Interests") owned by it, including without limitation those Equity Interests it which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “"Pledged Equity”Interests"); provided that (i) the Pledged Equity Interests shall not include more than 65% of the issued and outstanding voting stock of any Foreign Subsidiary, (ii) the Pledged Interests shall not include any Excluded SecurityEquity Interests in any Foreign Joint Venture Company to the extent that such a Pledge is prohibited by the constitutive documents of such Foreign Joint Venture Company or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that has been or may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”); providedInterests, howeverany Pledged Debt Securities or any stock certificates, that notes or other securities now or hereafter included in no event the Collateral (the "Pledged Securities") has been or 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 have been or 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 Collateral include 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 property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, in accordance with the terms of the Collateral Sharing 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 its Secured Obligations, including the Guarantee, each Grantor Guarantor 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 and lien on all of such Grantor’s Guarantor's right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it, including without limitation those Equity Interests it (which shall be listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the Guarantor and any certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (x) to the extent applicable law requires that a Subsidiary of the Guarantor issue directors' qualifying shares, such shares or nominee or other similar shares and (y) any Excluded SecurityEquity Interest that constitutes an unlimited liability interest; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.063.05, 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 proceeds received in respect of, the Pledged Equity and Pledged DebtStock; (ivc) subject to Section 2.063.05, all rights and privileges of such Grantor the Guarantor with respect to the securities Pledged Stock and other property referred to in clauses clause (i), (ii), and (iiib) above; and (vd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged "Collateral”"); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 Secured Obligations, including pursuant to the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property Investment Property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Section 3. 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 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. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 of Regulation S-X under the Securities Act would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Affiliate of the Parent Borrower due to the fact that a security interest in such Affiliate’s Equity Interests or other securities has been granted hereunder as security for the payment or performance, as the case may be, of any Other Secured Obligations, then, solely to the extent securing such Other Secured Obligations, (i) the security interest granted pursuant to this Agreement or any other Loan Document in such Equity Interests or other securities (the “3-16 Excluded Collateral”) shall automatically be deemed to be released and (ii) the 3-16 Excluded Collateral shall automatically be deemed to not be, and to not have been, Collateral, in each case to the extent necessary to render such requirement inapplicable. In such event, this Agreement or any other Loan Document may be amended or modified, without the consent of any Secured Party, to the extent necessary to evidence the release of the Liens on the Equity Interests or other securities that are so deemed no longer to constitute Collateral. For avoidance of doubt, nothing in this paragraph shall result in any release or termination of the security interest granted pursuant to this Agreement or any other Loan Document in any 3-16 Excluded Collateral to the extent such security interest secures the Credit Facilities Obligations or any Permitted Secured Debt in the form of term loans.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including pursuant to the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests and including, without limitation all certificated securities, uncertificated securities, securities accounts, security entitlements and financial assets (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) subject to Section 2.062.05, 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, provided however, that in no event shall Pledged Collateral include any investment property that is a financial asset with respect to which a Grantor is treated as having a security entitlement within the meaning of entitlement, such investment property being “Article 8 of any applicable Uniform Commercial Code3 Collateral” pursuant to Article 3. 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 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. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-16 of Regulation S-X under the Securities Act would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Affiliate of the Parent Borrower due to the fact that a security interest in such Affiliate’s Equity Interests or other securities has been granted hereunder as security for the payment or performance, as the case may be, of any Other Secured Obligations, then, solely to the extent securing such Other Secured Obligations, (i) the security interest granted pursuant to this Agreement or any other Loan Document in such Equity Interests or other securities (the “3-16 Excluded Collateral”) shall automatically be deemed to be released and (ii) the 3-16 Excluded Collateral shall automatically be deemed to not be, and to not have been, Collateral, in each case to the extent necessary to render such requirement inapplicable. In such event, this Agreement or any other Loan Document may be amended or modified, without the consent of any Secured Party, to the extent necessary to evidence the release of the Liens on the Equity Interests or other securities that are so deemed no longer to constitute Collateral. For avoidance of doubt, nothing in this paragraph shall result in any release or termination of the security interest granted pursuant to this Agreement or any other Loan Document in any 3-16 Excluded Collateral to the extent such security interest secures the Credit Facilities Obligations or any Permitted Secured Debt in the form of term loans.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantorthe Pledgor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “Pledged EquityStock”); provided that the Pledged Equity shall not include any Excluded Security; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) 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 (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding any of the foregoing, however, that in no event the Pledged Stock shall Pledged Collateral not include any property with respect to which a Grantor is treated as having a security entitlement within (i) more than 65% of the meaning issued and outstanding shares of Article 8 common stock of any Foreign Subsidiary that is not a Loan Party or (ii) to the extent that applicable Uniform Commercial Codelaw requires that a Subsidiary of the Pledgor issue directors’ or nominee’s qualifying shares, such qualifying shares. 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 Pledged 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. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby bargains, each Grantor hereby pledges sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under the foregoing, wherever located and whether now existing or hereafter arising or acquired from time to time (i) all any shares of capital stock, partnership interests (and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of such partnership), membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests held Interests”) owned by it, including without limitation those Equity Interests such Pledgor which are initially listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests (the “Pledged EquityEquity Interests”); provided that that, (x) subject to the last sentence of this Section 2(a), Pledged Equity Interests of each foreign subsidiary of a Pledgor that are entitled to vote shall be limited, in the aggregate, to the pledge of 65% of the issued and outstanding common stock entitled to vote of such foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock certificate representing in excess of such percentage ownership and (y) interests in any joint venture will not include any Excluded Securityconstitute Pledged Equity Interests hereunder to the extent and for so long as the documents governing such joint venture prohibit the granting of a security interest therein; (ii) (x) the debt securities owned by it, including without limitation those debt securities it which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (y) any other debt securities obtained in the future by issued to such Grantor Pledgor; and (z) the promissory notes and any other instruments evidencing any such debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Securitysecurities; (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (iv) subject to Section 2.067 hereof, 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, of the securities referred to in clauses (i) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(ii) above; (ivv) subject to Section 2.067 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iiiiv) above; and (vvi) all Proceeds proceeds (as such term is defined in the UCC) of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding anything to the contrary set forth herein, however, that in no event shall Pledged Collateral shall not include any property with respect Excluded Property. Without limiting the foregoing, the Collateral Agent is hereby authorized to which a Grantor is treated as having a file one or more financing statements, continuation statements or other filings or documents for the purpose of perfecting, confirming, continuing, en- forcing or protecting the security entitlement within interest granted by each Pledgor hereunder, without the meaning of Article 8 signature of any applicable Uniform Commercial CodePledgors, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. TO HAVE AND TO HOLD Notwithstanding anything to the contrary contained in this Section 2, the Pledged CollateralEquity Interests shall not include the Equity Interests of any foreign subsidiary of a Pledgor if such pledge is not permitted by contract or applicable law, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, if such pledge could reasonably be expected to have adverse tax consequences for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forthPledgors.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Second-Lien Notes Obligations, including the Guarantee, each Grantor hereby 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all the Equity Interests held of any Person owned by it on the date hereof or at any time thereafter acquired by it, including without limitation those and in all certificates at any time representing any such Equity Interests listed on Schedule I Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests obtained in the future by of any Person that may be issued or granted to, or held by, such Grantor andwhile this Agreement is in effect (collectively, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock granted as security for the payment or performance, as applicable, in full of the Second-Lien Notes Obligations of the Company and its Subsidiaries shall not include any Excluded Security; (i) Excess Exempted Foreign Entity Equity Interests, (ii) the Equity Interests of Xxx Xxxxxx Homes, LLC so long as Xxx Xxxxxx Homes, LLC constitutes an Inactive Subsidiary, (iii) all Equity Interests in Persons that are not Wholly-Owned Subsidiaries of the Company or any of its Subsidiaries, but only to the extent such Person is, or its equity holders are, contractually prohibited from pledging such Equity Interests, provided that, the Company or any of its Subsidiaries does not encourage the creation of any contractual prohibitions and (iv) all Equity Interests in Persons created after the date hereof, but only to the extent such Person is, or its equity holders are, legally (including pursuant to regulations of a Governmental Authority) prohibited from pledging such Equity Interests; (b) all debt securities owned by itand promissory notes held by, including without limitation those debt securities listed opposite the name of or owed to, such Grantor on Schedule I(whether the respective issuer or obligor is the Company, any debt securities obtained in of its Subsidiaries or any other Person) on the future by such Grantor Closing Date or at any time thereafter, and the all securities, promissory notes and any other instruments evidencing any the debt securities or promissory notes described above (collectively, the “Pledged Debt”); provided that the Pledged Debt granted as security for the payment or performance, as applicable, in full of the Second-Lien Notes Obligations of the Company and its Subsidiaries shall not include any Excluded Securitythat certain promissory note listed as item 11 on Schedule 10.04 of the Credit Agreement (as defined in the Intercreditor Agreement); (iiic) 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 2.063.05, 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 Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt(c) above; (ive) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above and this clause (f) being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 all Secured Obligations, including the Guarantee, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties a security interest in and lien on 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 (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I and II, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded SecurityAssets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (iib)(i) the debt securities owned by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity securities and Pledged Debtother property referred to in clauses (a) and (b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); providedforegoing, however, that in no event shall Pledged Collateral shall not include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 Excluded Assets of any applicable Uniform Commercial Code. 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 forthkind.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a “security entitlement entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, as security for the payment or performance, as the case may be, in full of the Note Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s Pledgor's right, title and interest in, to and under (ia)(i) all the Equity Interests held owned by it, including without limitation those Equity Interests such Pledgor and listed on Schedule I II, (ii) all other Equity Interests of Farmland Feed (as defined in the Credit Agreements) or any wholly owned Restricted Subsidiary of the Company or Farmland Feed obtained by such Pledgor in the future which is required to be pledged under this Agreement pursuant to Section 11.10(b) of the Indenture, and any (iii) all other Equity Interests obtained in the future by such Grantor andPledgor which are pledged to secure any Senior Obligations, to and in each case the extent certificatedcertificates, the certificates if any, representing all such Equity Interests (the “"Pledged Equity”); Stock"): provided that the Pledged Equity Stock shall not include (A) more than 65% of the issued and outstanding Voting Stock of any Foreign Subsidiary, (B) the Capital Stock of LOL Farmland Feed SPV, LLC or any other Securitization Vehicle, or (C) any Excluded SecuritySecurities; (iib)(i) the debt securities owned by it, including without limitation those debt securities such Pledgor and listed opposite the name of such Grantor Pledgor on Schedule I, II and (ii) any debt securities obtained in the future by issued to such Grantor Pledgor which are pledged to secure any Senior Obligations, and in each case the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all property of any nature not described in clause (a) or (b) above that may be delivered to and held by a Senior Collateral Agent (or, after the Pledged Debt shall not include any Excluded SecurityDischarge of Priority Lien Obligations, the Collateral Agent) pursuant to the terms of this Section 3.01; (iiid) subject to Section 2.063.05, 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.063.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged Collateral, in accordance with, and to the extent consistent with, the terms of 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 general and continuing collateral security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 continuing security interest in and lien on all of such Grantorthe Pledgor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “Pledged EquityStock”); provided that the Pledged Equity shall not include any Excluded Security; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) 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 Stock; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding any of the foregoing, howeverthe 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 Subsidiary Loan Party, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares, or (iii) any shares or other Equity Interests or debt securities issued by any Excluded Subsidiary. Any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by (a) stock powers of attorney 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. If the constating documents of any Person listed under the heading “Issuer” in Schedule II hereto restrict the transfer of the securities of such Issuer, then the Pledgor will also deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such Issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of the Collateral by the Collateral Agent upon a realization on the security constituted hereby in accordance with this Agreement. Each Pledgor confirms that value has been given by the Collateral Agent and the Secured Parties to the Pledgor, that the Pledgor has rights in no event shall Pledged the Collateral include (other than after-acquired property) and that the Pledgor and the Collateral Agent have not agreed to postpone the time for attachment of the security interests created by this Agreement to any property with respect of the Collateral. The security interests created by this Agreement will have effect and be deemed to which a Grantor is treated as having a security entitlement within be effective whether or not the meaning Obligations or any part thereof are owing or in existence before or after or upon the date of Article 8 of any applicable Uniform Commercial Codethis Agreement. TO HAVE AND TO HOLD the Pledged 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, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests held by it, including without limitation those Equity Interests it and listed on Schedule I I, and any other Equity Interests of each Subsidiary and Strategic Joint Venture (as defined in the Credit Agreement but, for purposes of this Section 2.01, without giving effect to clause (ii) of the definition thereof) obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecuritySecurity (to the extent defined therein); (iib) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, and any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) 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 Pledged Equity and Pledged Debt; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 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 Secured Obligations, including the Guarantee, 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 and lien on in, all of such Grantor’s right, title and interest in, to and under (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I and II hereto, (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, 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 EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) Equity Interests of any Person (other than a Wholly Owned Restricted Subsidiary), to the extent the pledge thereof to the Administrative Agent is not permitted by the terms of such Person’s organizational or joint venture documents, (B) voting Equity Interests constituting an amount greater than 65% of the voting Equity Interests of any Foreign Subsidiary, (C) Equity Interests of any Subsidiary that are held directly by a Foreign Subsidiary, (D) any Equity Interest with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Equity Interest hereunder would result in adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries, (E) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded SecurityEquity Interest at such time as such prohibition ceases to be in effect and (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (iib)(i) the debt securities owned by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III hereto, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityAdministrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (iiid) subject to Section 2.062.05, 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ive) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) 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 (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, and performance in full of the Obligations, including the Guarantee, each Grantor hereby pledges to the Collateral Agenttransfers, its successors and assignsgrants, for the benefit of the Secured Partiesbargains, sells, conveys, hypothecates, pledges, sets over, endorses over, and hereby delivers unto the Lender, and grants to the Collateral Agent, its successors and assignsLender, for the benefit of the Secured Partiesits own benefit, a security interest in, (a) the shares of capital stock, limited liability company interests and membership interests listed in and lien on all of such Schedule I annexed hereto next to the Grantor’s rightname (the "Initial Pledged Equity") and any additional shares of common stock, title limited liability company interests and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I membership interests of the Borrowers and any other Equity Interests subsidiaries of the Grantor obtained in the future by such the Grantor and, to the extent certificated(collectively, the certificates representing Initial Pledged Equity together with all such Equity Interests (additional shares, limited liability company interests or membership interests pledged in the “future, the "Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; ") and (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.065 below, all payments proceeds of principal or interestthe Pledged Equity, dividendsincluding, without limitation, all cash, instruments and securities or other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any of or upon the conversion of, and all other Proceeds received in respect of, the such Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through and (vb) above being collectively referred called the "Collateral"). Upon delivery to the Lender, any securities now or hereafter included in the Collateral including, without limitation, the Pledged Equity (the "Pledged Securities") shall be accompanied by undated stock powers duly executed in blank in the form attached hereto as Exhibit A or other instruments of transfer reasonably satisfactory to the Lender and by such other instruments and documents as the “Lender may reasonably request. Each delivery of Pledged Collateral”); provided, however, that in no event Securities shall Pledged Collateral include any property with respect to which be accompanied by a Grantor is treated as having schedule showing a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 description of the Secured Partiessecurities theretofore and then being pledged hereunder, foreverwhich schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supplement or supersede, subjectas applicable, however, to the terms, covenants and conditions hereinafter set forthany prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each Material Subsidiary that is a Domestic Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded SecuritySecurities; (iib)(i) the debt securities owned by it, including without limitation those currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that the Pledged Debt Securities shall not include any Excluded SecuritySecurities; (iiic) 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 proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(b) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), b) and (iiic) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“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 Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the its Obligations, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (a) (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3.0 million, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.063.05 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 Pledged Equity and Pledged Debtproperty referred to in clause (a) above; (ivc) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; and (vd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD HOLD, to the extent consistent with the terms of the 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 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, including the Guarantee, each Grantor hereby 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 and lien on all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it, including without limitation those Equity Interests listed on Schedule I and any other Equity Interests obtained in the future by such Grantor andand the certificates, to the extent certificatedif any, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityAssets; (ii) (A) the debt securities owned by it, including without limitation those debt securities it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the intercompany notes and other promissory notes and any other instruments evidencing any such debt securities (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded SecurityAssets; (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (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 Pledged Equity and Pledged Debt; (ivv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iiiiv) above; and (vvi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vvi) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral shall not include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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. SECTION 2.02.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantee, 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 and lien on all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests held the Capital Stock in the Borrower and each Subsidiary, as applicable, directly owned by it, including without limitation those Equity Interests it (which such Capital Stock constituting Pledged Stock as of the date hereof shall be listed on Schedule I I) and any other Equity Interests obtained Capital Stock in the future by such Grantor and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities a Subsidiary obtained in the future by such Grantor and any certificates representing all such Capital Stock (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Equity Interests; (b)(i) the debt securities currently issued to any Grantor and all other debt owing to any Grantor (which such debt constituting Pledged Debt as of the date hereof shall be listed on Schedule I), (ii) any debt securities in the future issued to such Grantor and any other debt which may in the future be owing to any Grantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing any such debt (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded SecurityAsset; (iiic) 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 proceeds received in respect of, the Pledged Equity securities referred to in clauses (a) and Pledged Debt(a) above; (ivd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), a) and (iiia) above; and (ve) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (va) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) 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 Collateral”); providedSecurities") 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. 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, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held by it, the shares of capital stock or other equity interest (including without limitation those Equity Interests any equity interest in any joint venture listed on Schedule I III hereto (the "Joint Ventures")) owned by it and listed on Schedule II hereto and any shares of capital stock or other Equity Interests equity interest of or any Subsidiary or Joint Ventures obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares or equity interest (the “"Pledged Equity”Stock"); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded Security; Foreign Subsidiary or (ii) to the debt securities owned by itextent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, including without limitation those such qualifying shares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Agent pursuant to the terms hereof; (iiid) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) 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 Collateral”); providedSecurities") 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, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. 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, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) (A) all Equity Interests held by itit on the Closing Date in the Borrowers and any Restricted Subsidiary, including including, without limitation those limitation, the Equity Interests listed on Schedule I and (B) any other Equity Interests in the Borrowers and any Restricted Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityEquity; (ii) (A) the debt securities owned by itit on the Closing Date including, including without limitation those limitation, the debt securities and instruments listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the debt securities and instruments referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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 assigns, Agent for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As general and continuing collateral security for the payment or and performance, as the case may be, in full of the Obligations, including the Guaranteeeach Pledgor hereby transfers, each Grantor hereby pledges to grants, bargains, sells, conveys, hypothecates, pledges, sets over and 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 continuing security interest in and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity shall not include any Excluded Security; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.065, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), and (iiic) 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 Stock; and (ve) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (ve) above being collectively referred to as the “"Collateral"). Notwithstanding any of the foregoing, the Pledged Collateral”); providedStock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Loan Party, however(ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' or nominee's qualifying shares, such qualifying shares, or (iii) any shares or other Equity Interests or debt securities issued by any Excluded Subsidiary. Any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by (a) stock powers of attorney 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. If the constating documents of any Person listed under the heading "Issuer" in Schedule II hereto restrict the transfer of the securities of such Issuer, then the Pledgor will also deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such Issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of the Collateral by the Collateral Agent upon a realization on the security constituted hereby in accordance with this Agreement. Each Pledgor confirms that value has been given by the Collateral Agent and the Secured Parties to the Pledgor, that the Pledgor has rights in no event shall Pledged the Collateral include (other than after-acquired property) and that the Pledgor and the Collateral Agent have not agreed to postpone the time for attachment of the security interests created by this Agreement to any property with respect of the Collateral. The security interests created by this Agreement will have effect and be deemed to which a Grantor is treated as having a security entitlement within be effective whether or not the meaning Obligations or any part thereof are owing or in existence before or after or upon the date of Article 8 of any applicable Uniform Commercial Codethis 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 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, including the Guarantee, 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 and lien on all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held in each first-tier Foreign Subsidiary directly owned by it, including without limitation those it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule I II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor and, to the extent certificated, the Pledgor and any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged pledged Equity Interests shall not include any Excluded SecuritySecurities; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.062.05, 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 proceeds received in respect of, the Pledged Equity and Pledged Debtsecurities referred to in clause (a) above; (ivc) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib) above; and (vd) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vd) above being collectively referred to as the “Pledged CollateralStock”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD the Pledged CollateralStock, 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. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“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 Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, including the Guarantee, 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 and lien on 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 (ia)(i) all the shares of capital stock and other Equity Interests held owned by itsuch Grantor, including without limitation those Equity Interests listed opposite the name of such Grantor on Schedule I and II; (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates and other instruments (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded SecurityAssets; (iib)(i) the debt securities owned by itsuch Grantor, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing any all such debt securities (collectively, the “Pledged DebtDebt Securities”); ) provided that the Pledged Pledge Debt Securities shall not include any Excluded SecurityAssets; (iiic) all other property that may be delivered to and held by the 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 Pledged Equity Interests and Pledged DebtDebt Securities; (ive) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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 forthforegoing.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Secured Obligations, including the Guarantee, each Grantor hereby pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent and its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all Equity Interests held the Capital Stock of each Domestic Subsidiary and each first-tier Foreign Subsidiary owned by it, including without limitation those Equity Interests it and listed on Schedule I II, and any other Equity Interests Capital Stock issued by the Borrower (upon and after the Holdings Accession Date), any Domestic Subsidiary or first-tier Foreign Subsidiary and obtained in the future by such Grantor and, to the extent certificated, the certificates representing securities in all such Equity Interests Capital Stock (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include more than 65% of the outstanding voting Capital Stock of any Excluded Securitysuch Foreign Subsidiary; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future by issued to such Grantor by Borrower and each Subsidiary after the Effective Date and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “Pledged DebtDebt Securities”); provided that the Pledged Debt shall not include any Excluded Security; (iiic) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments dividends and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ivd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), a) and (iiib); (e) abovesubject to Section 3.06, all rights and privileges of such Grantor with respect to the Pledged Stock and the Pledged Debt Securities; and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, however, that in no event shall Capital Stock will be excluded from the Pledged Collateral include any property with respect to which a Grantor is treated as having (x) in circumstances where the Collateral Agent and Borrower agree in writing that the cost of obtaining a security entitlement within interest in such Capital Stock is excessive in relation to the meaning value afforded thereby, (y) to the extent and for so long as granting a security interest in such Capital Stock (other than Capital Stock of Article 8 of any a Wholly Owned Subsidiary which is Pledged Stock) is prohibited by a shareholder, joint-venture or similar agreement, or (z) to the extent and for so long as granting a security interest in such Capital Stock is prohibited by applicable Uniform Commercial Codelaw. 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 Note Obligations, including the Guarantee, each Grantor hereby grants, collaterally 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 and lien on all of such Grantor’s right, title and interest in, to and under (ia)(i) all the Equity Interests held owned by it, such Grantor on the date hereof (including without limitation those all such Equity Interests listed on Schedule I and II), (ii) any other Equity Interests obtained in the future by such Grantor and, to the extent certificated, and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided provided, however, that the Pledged Equity Stock shall not include any Excluded Security; Assets, (iib)(i) the debt securities owned held by it, such Grantor on the date hereof (including without limitation those all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities obtained in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing any such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); provided provided, however, that the Pledged Debt Securities shall not include any Excluded Security; Assets, (iiic) 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 2.063.06, 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 Pledged Equity securities referred to in clauses (a) and Pledged Debt; (ivb) above, (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (b), (c) and (d) above, including with respect to any limited liability company membership interests or general or limited partnership interests constituting Pledged Equity: (i) all of such Grantor’s rights and interests under each of the operating agreements or partnership agreements, as applicable, including all voting, control and management rights, all rights of access to information, and all rights to grant or withhold consents or approvals; and (ii) all other rights, interests, property or claims to which such Grantor may be entitled in its capacity as a partner or member of any issuer of Pledged Stock (an “Issuer”), and further including, with respect to (iiix) above; any limited liability company membership interests constituting Pledged Stock, all of the Grantor’s right, title and interest in such limited liability company, whether derived under the Organizational Documents or the limited liability company act of the state in which such limited liability company is organized (the “LLC Act”), including the Grantor’s “limited liability company interest” (as defined in the applicable LLC Act), status as a “member” (as defined in the LLC Act), and control rights with respect to such limited liability company or (y) any limited partnership interests constituting Pledged Stock, all of the Grantor’s right, title and interest in such limited partnership, whether derived under the Organizational Documents or the limited partnership act of the state in which such limited partnership is organized (the “LP Act”), including the Grantor’s “partnership interest” (as defined in the applicable LP Act), status as a “partner” (as defined in the LP Act), and control rights with respect to such limited partnership and (vf) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall the Pledged Collateral shall not include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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 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, including the GuaranteeGuaranty, each Grantor hereby 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 and lien on in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) (A) all Equity Interests held by itit on the Closing Date in the US Borrower and any Restricted Subsidiary, including including, without limitation those limitation, the Equity Interests listed on Schedule I and (B) any other Equity Interests in the US Borrower and any Restricted Subsidiary obtained in the future by such Grantor and, to the extent certificated, and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded SecurityEquity; (ii) (A) the debt securities owned by itit on the Closing Date including, including without limitation those limitation, the debt securities and instruments listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing any such debt securities (the debt securities and instruments referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iii) 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 Pledged Equity securities referred to in clauses (i) and Pledged Debt(ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), ) and (iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that in no event shall the Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial CodeExcluded 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 assigns, 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 beapplicable, in full of the Obligations, including the Guarantee, each Grantor hereby 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 PartiesCreditors, a security interest in and lien on in, all of such Grantor’s right, title and interest in, to and under (ia) all the Equity Interests held of any Person (including, without limitation, the Borrower and each Subsidiary) owned by it on the date hereof or at any time thereafter acquired by it, including without limitation those and in all certificates at any time representing any such Equity Interests listed on Schedule I Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests obtained in the future by of any Person that may be issued or granted to, or held by, such Grantor andwhile this Agreement is in effect (collectively, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Securityof the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote; (iib) the all debt securities owned by itand promissory notes held by, including without limitation those debt securities listed opposite the name of or owed to, such Grantor on Schedule I(whether the respective issuer or obligor is the Borrower, any debt securities obtained in of its Subsidiaries or any other Person) on the future by such Grantor Effective Date or at any time thereafter, and the all securities, promissory notes and any other instruments evidencing any the debt securities or promissory notes described above (collectively, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security(c) all Limited Liability Company Interests; (iiid) all Partnership Interests; (e) all Securities (and all options and warrants to purchase securities), owned or held by such Grantor from time to time; (f) all Financial Assets and Investment Property owned by such Grantor from time to time; (g) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (h) all Security Entitlements owned by such Grantor from time to time in any and all of the foregoing; (i) subject to Section 2.063.05, 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 Pledged Equity securities referred to in clauses (a), (b) and Pledged Debt(c) above; (ivj) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vk) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vj) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Code. 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, including each Subsidiary Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the GuaranteeCollateral Trustee, each Grantor its successors and assigns, and hereby pledges grants to the Collateral AgentTrustee, 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 and lien on all of such Grantor’s Subsidiary Pledgor's right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock owned by it, including without limitation those Equity Interests it and listed on Schedule I II hereto and any shares of capital stock of any Subsidiary or any other Equity Interests person obtained in the future by such Grantor and, Subsidiary Pledgor and required by the Credit Agreement to the extent certificated, be pledged hereunder and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Excluded SecurityForeign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of such Subsidiary Pledgor issue directors' qualifying shares, such qualifying shares; (iib)(i) the debt securities owned by it, including without limitation those debt securities listed opposite the such name of such Grantor Subsidiary Pledgor on Schedule III hereto, (ii) any debt securities obtained in the future issued to or held by such Grantor Subsidiary Pledgor and required by the Credit Agreement to be pledged hereunder and (iii) the promissory notes and any other instruments evidencing any such debt securities (the “"Pledged Debt”Debt Securities"); provided (c) all other property that may be delivered to and held by the Pledged Debt shall not include any Excluded SecurityCollateral Trustee pursuant to the terms hereof; (iiid) subject to Section 2.066, 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, of the securities referred to in clauses (a) and all other Proceeds received in respect of, the Pledged Equity and Pledged Debt(b) above; (ive) subject to Section 2.066, all rights and privileges of such Grantor the Subsidiary Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (c) and (iiid) above; and (vf) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vf) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Trustee, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”); providedSecurities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Trustee and by such other instruments and documents as the Collateral Trustee 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 Subsidiary Pledgor and such other instruments or documents as the Collateral Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, however, that in no event which schedule shall Pledged Collateral include be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any property with respect to which a Grantor is treated as having a security entitlement within the meaning of Article 8 of any applicable Uniform Commercial Codeprior schedules so delivered. 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 AgentTrustee, 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 when due of the Secured Obligations, including the Guarantee, each Grantor Pledgor hereby grants 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 and lien continuing Lien on all of such Grantorthe Pledgor’s right, title and interest in, to and under the following, whether now owned or existing or hereafter acquired or arising and wherever located: (ia)(i) all Equity Interests held owned by it, including without limitation those Equity Interests listed on Schedule I it and issued by the Borrower as of the Closing Date; (ii) any other Equity Interests obtained owned in the future by such Grantor and, to the extent certificated, Pledgor and issued by the Borrower; (iii) any certificates or other instruments representing all such Equity Interests Interests, if any; and (iv) all rights as a member of the Borrower under the limited liability company agreement of the Borrower (collectively, each subpart of clause (a), the “Pledged EquityStock”); provided that the Pledged Equity shall not include any Excluded Security; (ii) the debt securities owned by it, including without limitation those debt securities listed opposite the name of such Grantor on Schedule I, any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Security; (iiib) subject to Section 2.065.02, all payments of principal or interest, dividends, distributions, 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 Pledged Equity and Pledged Debt; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), and (iii) aboveStock; and (vc) to the extent not otherwise included above, all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vc) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing or anything else to the contrary in this Agreement, howeverthe terms “Pledged Stock” and “Pledged Collateral” shall not include, that in no event and the security interest granted above under this Section 3.01 shall Pledged not attach to, any Excluded Asset. Neither the Collateral include Agent nor any property other Secured Party shall have any obligations or liability under or with respect to which any Pledged Collateral by reason of or arising out of this Agreement, except as set forth in Section 9-207 of the UCC, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to (i) perform any of the obligations of the Pledgor under or pursuant to the limited liability company agreement of the Borrower (to the extent the Pledgor is a Grantor is treated party thereto), (ii) make any payment or inquire as having a security entitlement within to the meaning of Article 8 nature or sufficiency of any applicable Uniform Commercial Code. TO HAVE AND TO HOLD payment or performance with respect to any Pledged Collateral, (iii) present or file any claim or collect the payment of any amounts or take any action to enforce any performance with respect to the Pledged Collateral or (iv) take any other action whatsoever with respect to 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.