Common use of Description of Pledged Collateral Clause in Contracts

Description of Pledged Collateral. (a) The Pledged Collateral is described as follows and on any separate schedules at any time furnished by one or more of the Pledgors to the Administrative Agent (which schedules are hereby deemed part of this Pledge Agreement): (i) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC; and (ii) whether or not constituting "investment property" as so defined, (w) all right, title and interest of each Pledgor (whether now or in the future) in and to the shares of Capital Stock or other equity interests owned by such Pledgor, which shares or other equity interests are listed on Schedule I annexed hereto next to such Pledgor's name, (collectively, the "Pledged Equity Interests"); (x) all right, title and interest of each Pledgor in and to all present and future payments, proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Equity Interests of such Pledgor, and all monies due or to become due and payable to such Pledgor in connection with or related to the Pledged Equity Interests of such Pledgor or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation), (y) all instruments of indebtedness (whether now existing or hereafter arising) by any of the issuers listed in Schedule I hereto which name any Pledgor as payee thereunder (collectively, the "Pledged Notes"); and (z) all proceeds of every kind and nature, including proceeds of proceeds, of any and all of the foregoing (including, without limitation, proceeds which constitute property of the type described above) and to the extent not otherwise included, all money and cash; provided, that the Pledged Collateral of a Pledgor shall not include more than 65% of the issued and outstanding shares of the voting Capital Stock of any Excluded Foreign Subsidiary; provided, further, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting Capital Stock or other voting interests in a Foreign Subsidiary without adverse tax consequences, the Pledged Collateral shall include, and the security interest granted by such Pledgor shall attach to, such greater percentage of Capital Stock or other equity interests of each Foreign Subsidiary provided, further, that the Pledgors shall use their commercially reasonable efforts to obtain the necessary consents to the pledge of 65% of the shares of PrettNoma GmbH hereunder, and upon the receipt thereof, shall take all necessary steps to pledge such shares hereunder. The Pledgors and the Administrative Agent agree that nothing in the Loan Agreement, the Security Agreement or this Pledge Agreement is intended to result in the direct or indirect pledge of (x) the assets of a "controlled foreign corporation" (as defined in the Code) or (y) more than 65% of the total combined voting power of all classes of stock entitled to vote of a "controlled foreign corporation." (b) The shares of stock, certificates, instruments or other documents evidencing or representing the foregoing shall be collectively referred to herein as the "Pledged Securities".

Description of Pledged Collateral. (a) The Pledged Collateral is described as follows and on any separate schedules Schedules attached hereto and incorporated herein at any time furnished by one or more of the Pledgors Grantors to the Administrative Agent pursuant to the terms hereof (which schedules are hereby deemed part of this Pledge Agreement): (i) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC; and (ii) whether or not constituting "investment property" as so defined, (wa) all right, title and interest of each Pledgor Grantor as a member now existing or hereafter acquired in (whether now i) Xxx Investment, LLC, an Ohio limited liability company (the "Membership Interest"), (ii) the operating agreement of Xxx Investment, LLC (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the futureterms hereof and of the Loan Agreement, the "LLC Agreement") in under which the Membership Interest exists, and to the shares of Capital Stock (iii) all certificates, instruments or other equity interests owned by such Pledgordocuments evidencing or representing the same, which shares or other equity interests are listed on Schedule I annexed hereto next if any (all of the foregoing being hereinafter collectively referred to such Pledgor's name, (collectively, as the "Pledged Equity Interests"); ; (xb) other than distributions and payments permitted under Section 9.05 of the Loan Agreement, all right, title and interest of each Pledgor Grantor in and to all present and future payments, proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Equity Interests of such PledgorInterests, and all monies due or to become due and payable to such Pledgor any Grantor in connection with or related to the Pledged Equity Interests of such Pledgor or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation), ; and (y) all instruments of indebtedness (whether now existing or hereafter arising) by any of the issuers listed in Schedule I hereto which name any Pledgor as payee thereunder (collectively, the "Pledged Notes"); and (zc) all proceeds of every kind and nature, including proceeds of proceeds, of any and all of the foregoing Pledged Equity Interests (including, without limitation, proceeds which constitute property of the type described above) and to the extent not otherwise included, all money and cash; provided. Each Grantor acknowledges that, that upon the Pledged Collateral occurrence of a Pledgor shall not include more than 65% and during the continuation of an Event of Default, Agent may exercise all rights granted to any Grantor under the issued and outstanding shares of LLC Agreement without the voting Capital Stock consent of any Excluded Foreign Subsidiary; provided, further, that immediately upon Grantor in accordance with the amendment terms of the Code to allow the pledge of a greater percentage of the voting Capital Stock or other voting interests in a Foreign Subsidiary without adverse tax consequences, the Pledged Collateral shall include, Section 8 and the security interest granted by such Pledgor shall attach to, such greater percentage of Capital Stock or other equity interests of each Foreign Subsidiary provided, further, that the Pledgors shall use their commercially reasonable efforts to obtain the necessary consents to the pledge of 65% of the shares of PrettNoma GmbH hereunder, and upon the receipt thereof, shall take all necessary steps to pledge such shares hereunder. The Pledgors and the Administrative Agent agree that nothing in the Loan Agreement, the Security Agreement or this Pledge Agreement is intended to result in the direct or indirect pledge of (x) the assets of a "controlled foreign corporation" (as defined in the Code) or (y) more than 65% of the total combined voting power of all classes of stock entitled to vote of a "controlled foreign corporationSection 10 hereof." (b) The shares of stock, certificates, instruments or other documents evidencing or representing the foregoing shall be collectively referred to herein as the "Pledged Securities".

Description of Pledged Collateral. (a) The Pledged Collateral is described as follows and on any separate schedules at any time furnished by one or more of the Pledgors to the Administrative Agent (which schedules are hereby deemed part of this Pledge Agreement): (i) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC; and (ii) whether or not constituting "investment property" as so defined, (w) all right, title and interest of each Pledgor (whether now or in the future) in and to the shares of Capital Stock capital stock or other equity interests owned by such Pledgor, which shares or other equity interests are listed on Schedule I annexed hereto next to such Pledgor's name, name (collectively, the "Pledged Equity Interests"); ; (xii) all right, title and interest of each Pledgor in and to all present and future payments, proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Equity Interests of such Pledgor, and all monies due or to become due and payable to such Pledgor in connection with or related to the Pledged Equity Interests of such Pledgor or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation), ; (yiii) all instruments of indebtedness (whether now existing or hereafter arising) by any of the issuers listed in Schedule I hereto which name any Pledgor as payee thereunder (collectively, the "Pledged Notes"); and and (ziv) all proceeds of every kind and nature, including proceeds of proceeds, of any and all of the foregoing (including, without limitation, proceeds which constitute property of the type described above) and to the extent not otherwise included, all money and cash; . The inclusion of "proceeds" of the Pledged Collateral under the security interest granted herein shall not be deemed a consent by the Agent or any other Secured Party to any sale or other disposition of any Pledged Collateral of such Pledgor provided, that the "Pledged Collateral Collateral" of a Pledgor shall not include more than include, and no Pledgor shall be deemed to have granted a security interest in any of such Pledgor's rights or interests (a) in any of the outstanding capital stock or other equity interests of any of the entities identified on Schedule II annexed hereto and made a part hereof (each entity identified on Schedule II and each Foreign Subsidiary created after the date hereof in accordance with, and subject to the express provisions of, Section 7.22 of the Credit Agreement, shall be referred to herein as a "Specified Foreign Subsidiary" and, collectively as the "Specified Foreign Subsidiaries"), in excess of 65% of the issued and outstanding shares of the voting Capital Stock stock or other voting equity interests of any Excluded each such Specified Foreign Subsidiary; provided, further, provided that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting Capital Stock stock or other voting equity interests in a any such Specified Foreign Subsidiary without adverse tax consequences, the Pledged Collateral shall include, and the security interest granted by such Pledgor each Grantor shall attach to, such greater percentage of Capital Stock or other equity interests capital stock of each such Specified Foreign Subsidiary Subsidiary; provided, further, that the Pledgors shall use their commercially reasonable efforts to obtain the necessary consents to the pledge Pledge of 65% of the shares of PrettNoma GmbH hereunder, and upon the receipt thereof, shall take all necessary steps to pledge such shares hereunder. The Pledgors and the Administrative Agent agree that nothing in the Loan Agreement, the Security Agreement or this Pledge Agreement is intended to result in the direct or indirect pledge of (x) the assets of a "controlled foreign corporation" (as defined in the Code) or (y) more than 65% of the total combined voting power of all classes of stock entitled to vote of a "controlled foreign corporation." (b) The shares of stock, certificates, instruments or other documents evidencing or representing the foregoing shall be collectively referred to herein as the "Pledged Securities".PrettleNoma

Description of Pledged Collateral. (a) The Pledged Collateral is described as follows and on any separate schedules at any time furnished by one or more of the Pledgors Pledgor to the Administrative Collateral Agent (which schedules are hereby deemed part of this Pledge Agreement): (i) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC; and (ii) whether or not constituting "investment property" as so defined, (w) all right, title and interest of each Pledgor (the Pledgor, whether now existing or hereafter acquired, in (a) the futuremembership interests of the Borrower (the “Membership Interests”) in and to the shares of Capital Stock or other equity interests owned by such Pledgor, which shares or other equity interests are listed as set forth on Schedule I annexed hereto next and (b) the Limited Liability Company Agreement of the Borrower (as the same may be amended, supplemented, restated or otherwise modified from time to such Pledgor's name, (collectivelytime in accordance with the terms hereof, the "Pledged Equity Interests"); “LLC Agreement”) under which the Membership Interests exist; (xii) all right, title and interest of each the Pledgor in and to all present and future payments, proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Equity Membership Interests of such Pledgor, or the LLC Agreement and all monies due or to become due and payable to such the Pledgor in connection with or related to any of the Pledged Equity Interests of such Pledgor foregoing or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation), ; and (y) all instruments of indebtedness (whether now existing or hereafter arising) by any of the issuers listed in Schedule I hereto which name any Pledgor as payee thereunder (collectively, the "Pledged Notes"); and (ziii) all proceeds (as defined in the UCC as in effect from time to time in the State of New York (the “NY UCC”)) of every kind and nature, including proceeds of proceeds, of any and all of the foregoing (including, without limitation, proceeds which constitute property of the type described above) above and to the extent not otherwise included, all money and cash; provided, that the Pledged Collateral of a Pledgor shall not include more than 65% of the issued and outstanding shares of the voting Capital Stock of any Excluded Foreign Subsidiary; provided, further, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting Capital Stock or other voting interests in a Foreign Subsidiary without adverse tax consequences, the Pledged Collateral shall include, and the security interest granted by such Pledgor shall attach to, such greater percentage of Capital Stock or other equity interests of each Foreign Subsidiary provided, further, that the Pledgors shall use their commercially reasonable efforts to obtain the necessary consents to the pledge of 65% of the shares of PrettNoma GmbH hereunder, and upon the receipt cash proceeds thereof, shall take all necessary steps to pledge such shares hereunder. The Pledgors and the Administrative Agent agree that nothing in the Loan Agreement, the Security Agreement or this Pledge Agreement is intended to result in the direct or indirect pledge of (x) the assets of a "controlled foreign corporation" (as defined in the Code) or (y) more than 65% of the total combined voting power of all classes of stock entitled to vote of a "controlled foreign corporation)." (b) The shares Pledgor and the Borrower each acknowledge that, in conjunction with the exercise of stockits remedies following the occurrence of an Event of Default, certificates, instruments or other documents evidencing or representing the foregoing shall be collectively referred Collateral Agent (acting at the direction of the Administrative Agent) may exercise all rights granted to herein as the "Pledged Securities"Pledgor under the LLC Agreement without the consent of the Pledgor subject to and in accordance with the terms of Sections 7 and 9 hereof.

Description of Pledged Collateral. (a) The Pledged Collateral is described as follows and on any separate schedules at any time furnished by one or more of the Pledgors Pledgor to the Administrative Agent (which schedules are hereby deemed part of this Pledge Agreement): (i) all "investment property" as such term is defined in Section 9-102(a)(49) right, title, benefit and interest of the UCC; andPledgor, whether now existing or hereafter acquired, in (A) the membership interests of the Borrower (the “Membership Interests”) as set forth on Schedule I and (B) the limited liability operating agreement of the Borrower (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, the “LLC Agreement”) under which the Membership Interests exist; (ii) whether or not constituting "investment property" as so defined, (w) all right, title and interest of each Pledgor (whether now or in the future) in and to the shares of Capital Stock or other equity interests owned by such Pledgor, which shares or other equity interests are listed on Schedule I annexed hereto next to such Pledgor's name, (collectively, the "Pledged Equity Interests"); (x) all right, title and interest of each Pledgor in and to all present and future payments, profits, return of contributions, proceeds, dividendsdistributions, distributionsincome, instruments, compensation, property, assets, interests and rights in connection with respect of or related to in exchange for the Pledged Equity Membership Interests of such Pledgor, or the LLC Agreement and all monies due or to become due and payable to such the Pledgor in connection with or related to any of the Pledged Equity Interests of such Pledgor foregoing or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation), ; and (y) all instruments of indebtedness (whether now existing or hereafter arising) by any of the issuers listed in Schedule I hereto which name any Pledgor as payee thereunder (collectively, the "Pledged Notes"); and (ziii) all proceeds (as defined in the UCC as in effect from time to time in the State of New York (the “NY UCC”)) of every kind and nature, including proceeds of proceeds, of any and all of the foregoing (including, without limitation, proceeds which constitute property of the type described above) above and to the extent not otherwise included, all money and cash; provided, that the Pledged Collateral of a Pledgor shall not include more than 65% of the issued and outstanding shares of the voting Capital Stock of any Excluded Foreign Subsidiary; provided, further, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting Capital Stock or other voting interests in a Foreign Subsidiary without adverse tax consequences, the Pledged Collateral shall include, and the security interest granted by such Pledgor shall attach to, such greater percentage of Capital Stock or other equity interests of each Foreign Subsidiary provided, further, that the Pledgors shall use their commercially reasonable efforts to obtain the necessary consents to the pledge of 65% of the shares of PrettNoma GmbH hereunder, and upon the receipt cash proceeds thereof, shall take all necessary steps to pledge such shares hereunder. The Pledgors and the Administrative Agent agree that nothing in the Loan Agreement, the Security Agreement or this Pledge Agreement is intended to result in the direct or indirect pledge of (x) the assets of a "controlled foreign corporation" (as defined in the Code) or (y) more than 65% of the total combined voting power of all classes of stock entitled to vote of a "controlled foreign corporation)." (b) The shares Pledgor and the Borrower each acknowledge that, in conjunction with the exercise of stockits remedies following the occurrence or declaration of the Termination Date or the date of the automatic occurrence of the Termination Date, certificatesin each case pursuant to Section 9.2(a) of the Loan and Security Agreement (such date, instruments or other documents evidencing or representing the foregoing shall be collectively referred “Exercise Date”), the Administrative Agent may exercise all rights granted to herein as the "Pledged Securities"Pledgor under the LLC Agreement without the consent of the Pledgor, but subject to and in accordance with the terms of Sections 7 and 9 hereof.

Description of Pledged Collateral. (a) The Pledged Collateral is described as follows and on any separate schedules at any time furnished by one or more of the Pledgors to the Administrative Agent (which schedules are hereby deemed part of this Pledge Agreement): (i) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC; and (ii) whether or not constituting "investment property" as so defined, (w) all right, title and interest of each Pledgor (whether now or in the future) in and to the shares of Capital Stock capital stock or other equity interests Equity Interests owned by such PledgorPledgor (excluding any Equity Interests of any Non-Restricted Subsidiary; provided that, if an Activation Event shall occur with respect to any such Subsidiary, the Equity Interests in such Subsidiary shall be Pledged Collateral hereunder and the applicable Pledgor shall comply with the provisions hereof (including, without limitation, Section 3 below)) which shares or other equity interests Equity Interests are listed on Schedule I annexed hereto next to such Pledgor's ’s name, ; (collectively, the "Pledged Equity Interests"); (xii) all right, title and interest of each Pledgor in and to all present and future payments, proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Equity Interests Collateral of such Pledgor, and all monies due or to become due and payable to such Pledgor in connection with or related to the Pledged Equity Interests Collateral of such Pledgor or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation), ; (yiii) all instruments of indebtedness (whether now existing or hereafter arising) by any of the issuers listed in Schedule I hereto which name any Pledgor as payee thereunder (collectively, the "“Pledged Notes"Debt”); and and (ziv) all proceeds of every kind and nature, including proceeds of proceeds, of any and all of the foregoing (including, without limitation, proceeds which constitute property of the type described above) and to the extent not otherwise included, all money and cash; provided, that the Pledged Collateral of a Pledgor shall not include more than 65% of the issued and outstanding shares of the voting Capital Stock of any Excluded Foreign Subsidiary; provided, further, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting Capital Stock or other voting interests in a Foreign Subsidiary without adverse tax consequences, the Pledged Collateral shall include, and the security interest granted by such Pledgor shall attach to, such greater percentage of Capital Stock or other equity interests of each Foreign Subsidiary provided, further, that the Pledgors shall use their commercially reasonable efforts to obtain the necessary consents to the pledge of 65% of the shares of PrettNoma GmbH hereunder, and upon the receipt thereof, shall take all necessary steps to pledge such shares hereunder. The Pledgors and the Administrative Agent agree that nothing in the Loan Agreement, the Security Agreement or this Pledge Agreement is intended to result in the direct or indirect pledge of (x) the assets of a "controlled foreign corporation" (as defined in the Code) or (y) more than 65% of the total combined voting power of all classes of stock entitled to vote of a "controlled foreign corporation." (b) The shares of stock, certificates, instruments or other documents evidencing or representing the foregoing shall be collectively referred to herein as the "“Pledged Securities"”.