Common use of Pledge Agreements Clause in Contracts

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

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

Pledge Agreements. Neither The Lender shall have received, (i) the Borrower Pledge Agreement nor (which Pledge Agreement shall be substantially in accordance with the Holdings Guaranty provisions of Section 7.7(b)), dated as of the Closing Date, duly executed and delivered by an Authorized Officer of the Borrower, together with: (1) certificates evidencing all of the issued and outstanding shares of Capital Stock of each of its Subsidiaries, except to the extent such pledge would be violative of applicable law, owned by the Borrower, which certificates shall be accompanied by undated stock powers duly executed in blank; and (2) all Pledged Notes (as defined in the Borrower Pledge Agreement), nor if any, evidencing Indebtedness of any provision thereof may of the Borrower’s Subsidiaries payable to the Borrower duly endorsed to the order of the Lender; (ii) the Subsidiary Pledge Agreement (which Pledge Agreement shall be waived, amended or modified except pursuant to an agreement or agreements substantially in writing entered into by the Credit Parties party thereto, and by the Administrative Agent accordance with the consent provisions of Section 7.7(b)), dated as of the Required LendersClosing Date, provided that, without the prior consent duly executed and delivered by an Authorized Officer of each LenderGuarantor, together with: (1) certificates evidencing all of the Administrative Agent issued and outstanding shares of Capital Stock owned by such Guarantor which certificates shall not be accompanied by undated stock powers duly executed in blank; and (except 2) all Pledged Notes (as provided herein or defined in the Subsidiary Pledge Agreement), if any, evidencing Indebtedness payable to a Guarantor duly endorsed to the order of the Lender; and (iii) release all the Lender and its counsel shall be satisfied that the Lien granted to the Lender in the collateral described above is a first priority (or local equivalent thereof) security interest; and no Lien exists on any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless described above other than the Lien for such additional obligations shall be junior to the Lien created in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent Lender pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Loan Document.

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

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

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

Pledge Agreements. Neither (i) On the Restatement Effective Date, PXI shall have duly authorized, executed and delivered an amended and restated Pledge Agreement nor substantially in the Holdings Guaranty and Pledge Agreementform of Exhibit E-1, nor any provision thereof together with such changes (or with such other documents) as may be waivedrequested by the Collateral Agent in connection with local law (each as modified, supplemented, amended or modified except pursuant restated from time to an agreement or agreements in writing entered into by the Credit Parties party theretotime, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the a "PXI Pledge Agreement") release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior have delivered to the Lien Collateral Agent, as Pledgee, all the Pledged Securities referred to therein (including the Subordinated Intercompany Real Estate Note and Subordinated Intercompany Notes, each of which shall have been endorsed in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be requiredCollateral Agent, and the Administrative Agent is hereby authorizedall shares of capital stock) then owned by PXI, (ix) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) endorsed in blank in the case of any equity interest promissory notes (except as set forth above) and (y) together with executed and undated stock powers, in the case of capital stock. (ii) On the Restatement Effective Date, the Borrower shall have duly authorized, executed and delivered an amended and restated Pledge Agreement substantially in the form of Exhibit E-2 (as modified, supplemented, amended or restated from time to time, the "Borrower Pledge Agreement") and shall have delivered to the Collateral Agent, as Pledgee, all the Pledged Securities referred to therein then owned by the Borrower, (x) any Foreign Subsidiary owned directly by endorsed in blank in the Company case of promissory notes and (y) together with executed and undated stock powers, in the case of capital stock. (iii) On the Restatement Effective Date, Xtra shall have duly authorized, executed and delivered an amended and restated Pledge Agreement substantially in the form of Exhibit E-3 (as modified, supplemented, amended or any Subsidiary Guarantorrestated from time to time, the "Xtra Pledge Agreement") and shall have delivered to release any Lien in favor the Collateral Agent, as Pledgee, all of the Administrative Agent pursuant Pledged Securities referred to therein then owned by Xtra (x) endorsed in blank in the case of promissory notes and (y) together with executed and undated stock powers, in the case of capital stock. (iv) On the Restatement Effective Date, Xtra Merger Corporation shall have duly authorized, executed and delivered an amended and restated Pledge Agreement substantially in the form of Exhibit E-4 (as modified, supplemented, amended or restated from time to time, the "XM Pledge Agreement") and shall have delivered to the Pledge Agreement to the extent covering more than 65% Collateral Agent, as Pledgee, all of the voting capital stock Pledged Securities referred to therein then owned by Xtra Merger Corporation (x) endorsed in blank in the case of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), promissory notes and (y y) any Foreign Subsidiary which is not owned directly by together with executed and undated stock powers, in the Company or any Subsidiary Guarantor, to release any lien in favor case of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12capital stock.

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

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

Pledge Agreements. Neither If after the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in date hereof (x) any Foreign Subsidiary owned directly by the Company or Obligor, including any Subsidiary Guarantor(herein, to release any Lien in favor of the Administrative Agent a “Paragraph (b) Obligor”) that becomes a Subsidiary Guarantor pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign paragraph (b) above and therefor an Obligor hereunder, shall acquire or form any new Subsidiary (it being understood that the term “new Subsidiary” includes any entity that is a Subsidiary of any Paragraph (b) Obligor at the time it becomes an Obligor hereunder), or (y) any Excluded Entity shall cease to be an Excluded Entity but shall continue to be a Subsidiary of the Borrower, then, in addition to any actions that may be required to be taken as a result thereof pursuant to paragraph (b) above, each Obligor (including any Paragraph (b) Obligor) will, to the extent that such actions had not already been taken, take the following actions with respect to such new Subsidiary or previously Excluded Entity: (i) if such new Subsidiary or previously Excluded Entity is organized under the laws of the United States of America or a State thereof, each Obligor that holds any of the shares of capital stock or other ownership interests in such new Subsidiary or previously Excluded Entity shall take such action (including delivering the certificates, if any, evidencing such shares or other ownership interests, accompanied by undated stock or other powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority Liens in such shares and other ownership interests under the U.S. Pledge Agreement (or, if necessary, a supplement thereto); (ii) if such new Subsidiary or previously Excluded Entity is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Borrower shall ensure that each Obligor that holds any of the shares of capital stock or other ownership interests in such new Subsidiary or previously Excluded Entity shall execute and deliver a Foreign Pledge Agreement (or, as applicable, a supplement to a relevant existing Foreign Pledge Agreement) with respect to such shares of capital stock or other ownership interests and take such other action (including delivering the certificates, if any, evidencing such shares or other ownership interests, accompanied by undated stock or other powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority Liens in such shares and other ownership interests under the law governing such Foreign Pledge Agreement; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; provided, however, that (A) the foregoing shall not require any action that the Borrower and the Administrative Agent have determined would either result in adverse tax consequences under Section 956 of the Code or would contravene any applicable law, rule or regulation, (B) notwithstanding anything in this Agreement or the Pledge Agreements to the contrary, none of the Borrower or any of its Subsidiaries shall be required to release pledge more than 65% of the outstanding shares of Voting Stock of any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantorspecified on Schedule VIII (for so long as, in the case of any such Subsidiary specified on Schedule VIII, the Borrower and the Administrative Agent have determined that such pledge would either result in adverse tax consequences under Section 956 if the Code or would contravene any applicable law, rule or regulation) and (C) the foregoing shall not require the Borrower or any of its Subsidiaries to pledge any shares of stock or other ownership interests in Inactive Subsidiaries, Joint Venture Entities and, (i) for so long as it shall conduct no business other than holding Indebtedness of Canandaigua Limited and having Indebtedness outstanding to the Constellation International Holdings, Canandaigua B.V., (ii) for so long as it shall have assets with a fair market value of less than U.S.$5,000,000 and gross revenues of less than U.S.$10,000,000 (in each case, calculated as at the end of, and for the most recently ended, fiscal quarter), Constellation Brands Ireland Limited and (iii) any Specified Vincor Entity to the extent that the Borrower’s ownership interest therein is indirectly held through a Foreign Subsidiary. Without limiting the foregoing, the Borrower will cause Constellation International Holdings Limited within 60 days after the Effective Date to (a) execute and deliver the Irish Pledge Agreement, and (y b) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, deliver to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests documents specified in such Foreign Subsidiary. Nothing in this Section 10.02(dclauses (ii) shall be deemed to limit the provisions of Section 10.12and (iii) above with respect thereto.

Pledge Agreements. Neither (a) On the Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Pledge Agreement in the form of Exhibit F-1 (as amended, modified or supplemented from time to time, the “U.S. Pledge Agreement”) and shall have delivered to the Collateral Agent, as Pledgee thereunder (or shall have delivered to the ABL Collateral Agent as bailee for the Collateral Agent as provided in the Intercreditor Agreement), all of the Pledge Agreement nor Collateral, if any, referred to therein and then owned by such U.S. Credit Party, (x) endorsed in blank in the Holdings Guaranty case of promissory notes constituting Pledge Agreement Collateral and (y) together with executed and undated endorsements for transfer in the case of equity interests constituting certificated Pledge Agreement Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Pledge Agreement have been taken and the U.S. Pledge Agreement shall be in full force and effect. (b) On the Borrowing Date, each European Parent Guarantor shall have duly authorized, executed and delivered the European Parent Pledge Agreement in the form of Exhibit F-2 (as amended, modified or supplemented from time to time, the “European Parent Pledge Agreement”) and shall have delivered to the Collateral Agent, nor any provision thereof may be waived, amended as Pledgee thereunder (or modified except pursuant shall have delivered to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by ABL Collateral Agent as bailee for the Administrative Collateral Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Intercreditor Agreement) release ), all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or Collateral, if any, referred to therein and then owned by such European Parent Guarantor, (x) endorsed in blank in the Holdings Guaranty and case of promissory notes constituting Pledge Agreement or Collateral and (y) together with executed and undated endorsements for transfer in the Guarantee under case of equity interests constituting certificated Pledge Agreement Collateral, along with evidence that all other actions necessary or, in the Holdings Guaranty reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the European Parent Pledge Agreement have been taken and the European Parent Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations Agreement shall be junior to in full force and effect. (c) On the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge AgreementBorrowing Date, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all any Credit Party which is pledging promissory notes or any substantial part equity interests in one or more Persons organized under the laws of such collaterala different jurisdiction from the jurisdiction of organization of the respective Credit Party, except if the Joint Lead Arrangers reasonably determine (based on advice of local counsel and taking into account the relative costs and benefits associated therewith) that no such consent it would be in the interests of the Lenders that the respective Credit Party authorize, execute and deliver one or more additional pledge agreements governed by the laws of the jurisdiction or jurisdictions in which the Person or Persons whose promissory notes or equity interests are being pledged is (or are) organized, then the respective Credit Party shall be required, and the Administrative Agent is hereby authorized, (i) so authorize, execute and deliver one or more such additional pledge agreements (each, as amended, modified, restated and/or supplemented from time to release any Lien covering property that is time, a “Local Law Pledge Agreement” and, collectively, the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, “Local Law Pledge Agreements”) and (ii) take such actions as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) by each such Local Law Pledge Agreement. Each Local Law Pledge Agreement shall (i) be prepared by local counsel reasonably satisfactory to the Joint Lead Arrangers, (ii) be in form and substance reasonably satisfactory to the Joint Lead Arrangers and (iii) be in full force and effect on the Borrowing Date, it being understood and agreed, however, in the case of any equity interest in (x) any Foreign Subsidiary owned directly Local Law Pledge Agreement entered into by the Company Aleris or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant other U.S. Credit Parties, the respective Credit Party shall not be required to the Pledge Agreement to the extent covering pledge more than 65% of the total combined voting capital stock power of such all classes of equity interests entitled to vote of any “first-tier” Foreign Subsidiary that is a corporation (or treated as such for U.S. federal tax purposes) in support of its obligations (x) as a Borrower under the Credit Agreement (in the case of the U.S. Borrower) or (y) under its guaranty in respect of the Term Obligations of the U.S. Borrower (in the case of the other U.S. Credit Parties) (it being understood that and agreed that, 100% of the Administrative Agent non-voting equity interests, if any, of each such “first-tier” Foreign Subsidiary shall not be required to release be pledged in support of such obligations and no stock or assets of any other capital stock such Subsidiaries of a any such “first-tier” Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed required to limit be pledged in support of such obligations). Schedule IV sets forth a list of all Local Law Pledge Agreements to be executed and delivered on the provisions of Section 10.12Borrowing Date.

Pledge Agreements. Neither (a) SPC shall own directly all of the common stock of the Company and shall have executed and delivered to the Agent a Pledge Agreement nor (as the Holdings Guaranty and Pledge Agreement, nor any provision thereof same may be waivedamended, amended modified or modified except pursuant supplemented from time to an agreement or agreements time, the "SPC Pledge") in writing entered into by substantially the Credit Parties party theretoform and annexed to this Agreement as Exhibit G, and by the Administrative Agent together with the consent stock certificates, assignment powers and financing statements required thereunder. (b) The Company shall own directly all of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary the Subsidiaries specified as being owned by it on Schedule 9.1 hereto and the Company shall have executed and delivered to the Agent a Pledge Agreement (it being understood as the same may be amended, modified or supplemented from time to time, the "Company Pledge") in substantially the form annexed to this Agreement as Exhibit H, together with the stock certificates, assignment powers and financing statements required thereunder. (The Company represents that except for certain non-voting stock of BlazeNet and Susquehanna Radio, all of the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Subsidiaries will be, as of the Closing Date, pledged pursuant to one or more Pledge Agreements.) (c) The Subsidiaries of the Company or any Subsidiary Guarantor)shall own directly all of the capital stock of the Subsidiaries specified as being owned by them on Schedule 9.1 hereto and all of the partnership interests in Hyperion Susquehanna Telecommunications, Mt. Diablo Group and Senior Road Tower Partnership reflected on said Schedule 9.1, and such Subsidiaries shall have executed and delivered to the Agent a Pledge Agreement (y as amended, modified and supplemented from time to time, "Subsidiary Pledge") any Foreign Subsidiary which is not owned directly by in substantially the form annexed to this Agreement as Exhibit I, together with the stock certificates, assignment powers and financing statements required thereunder. (d) The shareholders of the Company or any Subsidiary Guarantorand the Company's Subsidiaries other than SPC, to release any lien in favor the Company, its Subsidiaries and Lenfxxx (xxd other than the owners of the Administrative Agent pursuant non-voting stock of BlazeNet and Susquehanna Radio) (collectively, the "Other Shareholders") shall own directly the capital stock and/or partnership interests of the Company and its Subsidiaries specified as being owned by them on Schedule 9. 1. The Other Shareholders shall have executed and delivered to the Agent a Pledge Agreement (as amended, supplemented and modified from (e) Lenfxxx xxxll own directly the capital stock of the Subsidiaries of the Company specified as being owned by it on any equity interests Schedule 9.1 hereto. Lenfxxx xxxll have executed and delivered to the Agent a Pledge Agreement (as amended, modified or supplemented from time to time, the "Lenfxxx Xxxdge") in such Foreign Subsidiary. Nothing in substantially the form annexed to this Section 10.02(d) shall be deemed to limit Agreement as Exhibit K, together with the provisions of Section 10.12stock certificates, assignment powers and financing statements required thereunder.

Pledge Agreements. Neither (a) Prior to or substantially simultaneously with the incurrence of the Loans on the Initial Borrowing Date, Holdings shall have duly authorized, executed and delivered the Charge Over Shares substantially in the form of Exhibit F-1 (as amended, modified, restated and/or supplemented from time to time, the "HOLDINGS PLEDGE AGREEMENT") and shall have delivered to the Collateral Agent, as Collateral Agent thereunder, all of the certificated Pledge Agreement nor the Holdings Guaranty Collateral, if any, referred to therein and Pledge Agreementthen owned by Holdings, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, together with (x) executed and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) undated transfer powers in the case of any equity interest certificated Equity Interests constituting Pledge Agreement Collateral, and (y) all other items required to be delivered pursuant to Clause 3 thereof, and the Holdings Pledge Agreement shall be in full force and effect. (b) Prior to or substantially simultaneously with the incurrence of the Loans on the Initial Borrowing Date, the Borrower and each Subsidiary Guarantor shall have duly authorized, executed and delivered the U.S. Pledge Agreement substantially in the form of Exhibit F-2 (as amended, modified, restated and/or supplemented from time to time, the "U.S. PLEDGE AGREEMENT") and shall have delivered to the Collateral Agent, as Pledgee thereunder, all of the certificated Pledge Agreement Collateral, if any, referred to therein and then owned by such Credit Party, (x) any Foreign Subsidiary owned directly by endorsed in blank in the Company case of promissory notes constituting Pledge Agreement Collateral and (y) together with executed and undated transfer powers in the case of certificated Equity Interests constituting Pledge Agreement Collateral, and the U.S. Pledge Agreement shall be in full force and effect. (c) Prior to or any Subsidiary Guarantor, to release any Lien in favor substantially simultaneously with the incurrence of the Administrative Agent pursuant Loans on the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered the Equitable Charge Over Shares substantially in the form of Exhibit F-3 (as amended, modified, restated and/or supplemented from time to time, the "U.K. PLEDGE AGREEMENT") and shall have delivered to the Collateral Agent all share certificates and other documents of title relating to the Initially Charged Shares (as defined in the U.K. Pledge agreement), together with stock transfer forms in respect of the Initially Charged Shares duly executed in blank by or on behalf of the Borrower, and the U.K. Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12in full force and effect.

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

Pledge Agreements. Neither (a) SPC shall own directly all of the common stock of the Company and shall have executed and delivered to the Agent a Pledge Agreement nor (as the Holdings Guaranty and Pledge Agreement, nor any provision thereof same may be waivedamended, amended modified or modified except pursuant supplemented from time to an agreement or agreements time, the "SPC Pledge") in writing entered into by substantially the Credit Parties party theretoform and annexed to this Agreement as Exhibit G, and by the Administrative Agent together with the consent stock certificates, assignment powers and financing statements required thereunder. (b) The Company shall own directly all of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary the Subsidiaries specified as being owned by it on Schedule 10.1 hereto and the Company shall have executed and delivered to the Agent a Pledge Agreement (it being understood that as the Administrative Agent same may be amended, modified or supplemented from time to time, the "Company Pledge") in substantially the form annexed to this Agreement as Exhibit H, together with the stock certificates, assignment powers and financing statements required thereunder. (c) The Subsidiaries of the Company shall not be required to release any other own directly all of the capital stock of the Subsidiaries specified as being owned by them on Schedule 10.1 hereto and all of the partnership interests in Susquehanna Adelphia Business Solutions, Mt. Diablo Group and Senior Road Tower Partnership reflected on said Schedule 10.1, and such Subsidiaries shall have executed and delivered to the Agent a Foreign Pledge Agreement (as amended, modified and supplemented from time to time, "Subsidiary owned directly by Pledge") in substantially the form annexed to this Agreement as Exhibit I, together with the stock certificates, assignment powers and financing statements required thereunder. (d) The shareholders of the Company or any Subsidiary Guarantor)and the Company's Subsidiaries other than SPC, the Company, its Subsidiaries and Comcast (and other than the owners of the non-voting stock of Susquehanna Data Services, Inc., Susquehanna Cable, and Susquehanna Radio) (y collectively, the "Other Shareholders") any Foreign Subsidiary which is not owned shall own directly by the capital stock and/or partnership interests of the Company or any Subsidiary Guarantorand its Subsidiaries specified as being owned by them on Schedule 10.1. (e) Xxxxxxx York, to release any lien in favor Inc. shall own directly the capital stock of the Administrative Agent pursuant to Subsidiaries of the Pledge Agreement Company specified as being owned by it on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Schedule 10.1 hereto.

Pledge Agreements. Neither (a) Holdco shall have executed and delivered to the Administrative Agent a Pledge Agreement nor (the Holdings Guaranty "Holdco Pledge Agreement"), in form and substance satisfactory to the Administrative Agent, granting to the Administrative Agent, for the benefit of the Banks, a perfected, first priority security interest in all of the issued and outstanding shares of capital stock of CCI; and Holdco shall have delivered to the Administrative Agent stock certificates evidencing all of such shares and duly executed blank stock powers in respect thereof and shall have taken all other actions as may be required to effect the grant and perfection of the Administrative Agent's security interest in such stock; and the Holdco Pledge Agreement, nor any provision thereof may be waived, amended or modified except and the security interests granted pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, shall be in full force and by effect. (b) CCI shall have executed and delivered to the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, a Pledge Agreement in form and substance satisfactory to the Administrative Agent shall not (except as provided herein or in the "CCI Pledge Agreement) release all or any substantial part "), granting to the Administrative Agent, for the benefit of the collateral or otherwise terminate Banks, a perfected first priority security interest in all or any substantial part of the Liens under issued and outstanding capital stock of Spectrum, Crown Network, Crown Mobile, TEA, CCI-PR and each of CCI's other direct Subsidiaries; CCI shall have delivered to the Pledge Agreement or Administrative Agent stock certificates evidencing all of such capital stock and duly executed blank stock powers in respect thereof and shall have taken all actions as may be required to effect the Holdings Guaranty grant and Pledge Agreement or perfection of the Guarantee under Administrative Agent's security interest in such stock; and the Holdings Guaranty and CCI Pledge Agreement, agree and the security interests granted pursuant thereto, shall be in full force and effect. (c) Each Subsidiary of a Borrower which has a Subsidiary shall have executed and delivered to additional obligations being secured the Administrative Agent a Pledge Agreement in form and substance satisfactory to the Administrative Agent (the "Subsidiary Pledge Agreement"), granting to the Administrative Agent, for the benefit of the Banks, a perfected first priority security interest in all of the issued and outstanding capital stock of each Subsidiary owned by such Subsidiary; each such Subsidiary shall have delivered to the Administrative Agent stock certificates evidencing all or any substantial part of such collateral (unless capital stock and duly endorsed blank stock powers with respect thereto; each such Subsidiary shall have taken all actions as may be required to effect the Lien for such additional obligations shall be junior to the Lien in favor grant and perfection of the other obligations secured by Administrative Agent's security interest in such capital stock; and the Pledge Agreement or the Holdings Guaranty and Subsidiary Pledge Agreement, in which event and the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders security interests granted pursuant thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, in full force and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12effect.

Pledge Agreements. Neither The Agents shall have received executed counterparts of (a) the Pledge Agreement nor the Holdings Guaranty and Triarc Pledge Agreement, nor any provision thereof may be waiveddated as of the date hereof, amended or modified except duly executed by an Authorized Officer of Triarc, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of the Parent pledged pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Triarc Pledge Agreement, agree which certificates shall in each case be accompanied by undated stock powers duly executed in blank; (b) the Parent Pledge Agreement, dated as of the date hereof, duly executed by an Authorized Officer of the Parent, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of Mistic and Snapple pledged pursuant to additional obligations being secured the Parent Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank; (c) the Snapple Pledge Agreement, dated as of the date hereof, duly executed by an Authorized Officer of each Borrower, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of each Subsidiary of Snapple pledged pursuant to the Snapple Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank; and (d) the Subsidiary Pledge Agreement, dated as of the date hereof, duly executed by an Authorized Officer of each Subsidiary of each Borrower (after giving effect to the Transaction) which in turn has any Subsidiary or any substantial part Subsidiaries, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect Subsidiary of such collateral (unless the Lien for such additional obligations Borrower which shall be junior pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank; provided, however, that neither the Lien Borrowers nor any of their Subsidiaries shall be required to pledge in excess of 65% of the outstanding voting stock of any Non-U.S. Subsidiary. If any securities pledged pursuant to a Pledge Agreement are uncertificated securities, the Agents shall have received confirmation and evidence satisfactory to each of them that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps have been taken under applicable law resulting in the perfection of the security interest granted in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, Paying Agent in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent securities pursuant to the Pledge Agreement to the extent covering more than 65% terms of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the applicable Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Agreement.

Pledge Agreements. Neither (a) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement nor in the Holdings Guaranty and form of Exhibit F-1 (as modified, supplemented or amended from time to time, the "Corporate Pledge Agreement") and shall have delivered to the Collateral Agent, nor any provision thereof may be waivedas Pledgee thereunder, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent all of the Required Lenders, provided that, without the prior consent of Pledged Securities referred to therein then owned by each Lender, the Administrative Agent shall not such Credit Party (except as provided herein or x) endorsed in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) blank in the case of any equity interest promissory notes constituting Pledged Securities and (y) together with executed and undated irrevocable stock powers, in the case of capital stock constituting Pledged Securities. (xb) any Foreign Subsidiary On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a Partnership Pledge Agreement substantially in the form of Exhibit F-2 (as modified, supplemented or amended from time to time, the "Partnership Pledge Agreement") and shall have delivered to the Collateral Agent, as Pledgee thereunder, if certificated all of the Pledged Partnership Interests referred to therein then owned directly by the Company Borrower together with executed and undated irrevocable stock powers or any Subsidiary Guarantorother acceptable instruments of transfer and: (i) evidence that all other actions necessary or, in the reasonable opinion of counsel to the Agent, appropriate to perfect and protect the first priority security interest created by the Partnership Pledge Agreement have been taken; (ii) acknowledgment copies of all UCC-1 financing statements filed, registered or recorded (or other evidence satisfactory to the Agent that there has been filed, registered or recorded all financing statements necessary and advisable to perfect the security interest of the Secured Creditors); (iii) consents and/or acknowledgments from the requisite number of limited partners to permit the granting of the security interests purported to be granted pursuant to the Partnership Pledge Agreement as the Agent shall have reasonably requested; and (iv) copies of lien and judgment searches as the Agent shall reasonably request (and such termination statements or other documents as may be necessary to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% any third party not otherwise permitted by Section 8.01)." 7. Section 4.08 of the voting capital stock of Credit Agreement is hereby amended by (I) deleting such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), Section in its entirety and (y II) any Foreign Subsidiary which is not owned directly by inserting in lieu thereof the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this following new Section 10.02(d) shall be deemed to limit the provisions of Section 10.12.4.08:

Pledge Agreements. Neither The Managing Agents shall have received, (a) the Pledge Agreement nor the Holdings Guaranty and Shareholders' Pledge Agreement, nor any provision thereof may be waiveddated as of the Closing Date, amended or modified except and duly executed and delivered by an Authorized Officer of each OSI Shareholder that is not a natural person and each other OSI Shareholder that is a natural person in his/her individual capacity together with the certificates evidencing the shares of the OSI Common Stock owned by such OSI Shareholders and pledged pursuant to an agreement or agreements the Shareholders' Pledge Agreement, which certificates in writing entered into each case shall be accompanied by the Credit Parties party theretoundated instruments of transfer duly executed in blank; (b) each Pledge and Security Agreement, and by the Administrative Agent with the consent dated as of the Required LendersClosing Date, provided thatduly executed and delivered by an Authorized Officer of the Borrower and each Subsidiary Guarantor together with (i) the certificates evidencing all of the issued and outstanding shares of Capital Securities pledged pursuant to the Pledge and Security Agreement, without the prior consent which certificates in each case shall be accompanied by undated instruments of each Lendertransfer duly executed in blank, or, if any such shares of Capital Securities pledged pursuant to such Pledge and Security Agreement are uncertificated securities, the Administrative Agent shall not have obtained "control" (except as provided herein defined in the UCC) over such shares of Capital Securities) and such other instruments and documents as shall be necessary or in the Pledge Agreement) release all or any substantial part reasonable opinion of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent desirable under applicable law to such junior Lien provided that it obtains perfect (subject to Permitted Liens) the consent first priority security interest of the Required Lenders thereto), alter the relative priorities Administrative Agent in such shares of the obligations entitled to the benefits Capital Securities; (ii) executed copies of the Liens created under the UCC financing statements (Form UCC-1) naming each such Obligor executing a Pledge and Security Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, as a debtor and the Administrative Agent is hereby authorizedas the secured party, (i) or other similar instruments or documents to release any Lien covering property that is be filed under the subject UCC of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consentedall jurisdictions as may be necessary or, and (ii) in the case opinion of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary GuarantorManaging Agents and their counsel, desirable to release any Lien in favor perfect the security interests of the Administrative Agent pursuant to the such Pledge Agreement to the extent covering more than 65% and Security Agreement; (iii) executed copies of the voting capital stock of such Foreign Subsidiary proper UCC termination statements (it being understood that the Administrative Agent shall not be required Form UCC-3), if any, necessary to release all Liens and other rights of any Person (other capital stock of a Foreign Subsidiary owned directly than Permitted Liens) (i) in any collateral described in any security agreement previously executed and delivered by the Company or any Subsidiary Guarantor)Person, and (y ii) securing any Foreign Subsidiary of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC termination statements (Form UCC-3) as the Managing Agents may reasonably request from such Obligors; and (iv) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Managing Agents, dated a date reasonably near to the Closing Date, listing effective financing statements which name such Obligor (under its present name and certain of its previous names) as the debtor and which are filed in certain of the jurisdictions in which filings are to be made pursuant to clause (ii) above, together with copies of such financing statements; and The Managing Agents and their counsel shall be satisfied that (i) the Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the Collateral (subject to Permitted Liens) is not owned directly by a first priority (or local equivalent thereof) security interest, and (ii) no Lien exists on any of the Company or any Subsidiary Guarantor, to release any lien Collateral (as defined in the applicable Pledge Agreement) other than the Lien created in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12a Loan Document.

Pledge Agreements. Neither The Company covenants that if at any time the Pledge Agreement nor Company or any Domestic Subsidiary owning stock or Ownership Interests of a Material Foreign Subsidiary is required to secure the Holdings Guaranty obligations under a Primary Credit Facility with a security interest in such stock or Ownership Interest of such Material Foreign Subsidiary, the Company will promptly execute, or cause such Domestic Subsidiary owning such stock or Ownership Interests of a Material Foreign Subsidiary to promptly execute, a pledge agreement to pledge to the Collateral Agent for the benefit of the holders of the Notes and Pledge Agreement, nor any provision thereof may be waived, amended or modified except other secured parties pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Intercreditor Agreement with respect to all or any substantial part the lesser of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is 65% of the subject outstanding stock or other Ownership Interests of either a disposition of property permitted hereunder Material Foreign Subsidiary, or a disposition to which the Required Lenders have consented, and (ii) in all of the case stock or other Ownership Interests of any equity interest in (x) any such Material Exhibit 10.2 Foreign Subsidiary owned directly by the Company or such Domestic Subsidiary at any Subsidiary Guarantor, time. The Company further agrees to release any Lien in favor of the Administrative Agent pursuant deliver to the Pledge Agreement Collateral Agent all such pledge agreements, to the extent covering more than necessary to grant the Collateral Agent a security interest in 65% of the voting capital outstanding stock or other Ownership Interests of each first-tier Material Foreign Subsidiary, together (to the extent available and applicable) with appropriate corporate resolutions and other documentation (including the certificates representing the stock or Ownership Interests of such Material Foreign Subsidiary subject to such pledge, executed assignments separate from the certificates (it being understood that the Administrative Agent shall not be required stock powers) for such certificates with respect to release any other capital stock of a Material Foreign Subsidiary owned directly by thereto executed in blank, such other documents as shall be reasonably requested to perfect the Company or any Subsidiary GuarantorLien of such pledge, and, if the lenders under a Primary Credit Facility have received similar legal opinions, opinions of counsel addressed to the holders of the Notes), in each case in form and substance reasonably satisfactory to the Required Holder(s), and (y ) any Foreign Subsidiary which is not owned directly by in a manner that the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(dRequired Holder(s) shall be deemed reasonably satisfied that the Collateral Agent has a first priority perfected pledge of or charge over the Ownership Interest pledged pursuant to limit such pledge agreements.” 1.3. Paragraph 6A of the provisions of Section 10.12.Note Agreement is amended in its entirety to read as follows:

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

Pledge Agreements. Neither The Agents shall have received, with counterparts for each Lender, (a) the Pledge Agreement nor the Holdings Guaranty and Borrower Pledge Agreement, nor any provision thereof may be waiveddated as of the Closing Date, amended or modified except pursuant to duly executed and delivered by an agreement or agreements in writing entered into Authorized Officer of the Borrower, together with (i) certificates evidencing all of the issued and outstanding Capital Securities owned by the Credit Parties party theretoBorrower in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary directly owned by the Borrower, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated Capital Securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent with for the consent benefit of the Required LendersSecured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; and (ii) all Pledged Notes (as defined in the Borrower Pledge Agreement), provided thatif any, without evidencing Indebtedness payable to the prior consent Borrower duly endorsed to the order of each Lender, the Administrative Agent shall not Agent, together with Filing Statements (except as provided herein or similar instruments) in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part respect of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured Pledged Notes executed by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, Borrower to be filed in which event such jurisdictions as the Administrative Agent may consent to such junior Lien provided that it obtains reasonably request; (b) the consent Subsidiary Pledge Agreement, dated as of the Required Lenders thereto)Closing Date, alter the relative priorities duly executed and delivered by an Authorized Officer of each U.S. Subsidiary that has any Material Subsidiaries, together with (i) certificates evidencing all of the obligations entitled to the benefits issued and outstanding Capital Securities owned by such Subsidiary in its Material Subsidiaries that are U.S. Subsidiaries and 65% of the Liens created under the Pledge Agreement or the Holdings Guaranty issued and Pledge Agreement with respect to all or outstanding Voting Securities of each Material Subsidiary that is a Foreign Subsidiary directly owned by any substantial part of such collateralU.S. Subsidiary, except that no such consent which certificates in each case shall be requiredaccompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated Capital Securities, confirmation and evidence satisfactory to the Administrative Agent is hereby authorizedthat the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; and (ii) all Pledged Notes (as defined in the Subsidiary Pledge Agreement), if any, evidencing Indebtedness payable to a U.S. Subsidiary duly endorsed to the order of the Administrative Agent, together with Filing Statements (or similar instruments) in respect of such Pledged Notes executed by such U.S. Subsidiary to be filed in such jurisdictions as the Administrative Agent may reasonably request; and (c) the Agents and their counsel shall be satisfied that (i) the Lien granted to release any Lien covering property that the Administrative Agent, for the benefit of the Secured Parties, in the collateral described above is the subject of either a disposition of property permitted hereunder first priority (or a disposition to which the Required Lenders have consented, local equivalent thereof) security interest; and (ii) in no Lien exists on any of the case of any equity interest in (x) any Foreign Subsidiary owned directly by collateral described above other than the Company or any Subsidiary Guarantor, to release any Lien created in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, pursuant to the Pledge Agreement a Loan Document, subject in each case to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Designated Permitted Liens.

Pledge Agreements. Neither The Agents shall have received executed ----------------- counterparts of (a) the Pledge Agreement nor the Holdings Guaranty and Borrower Pledge Agreement, nor any provision thereof may be waiveddated as of the date hereof, amended or modified except duly executed by an Authorized Officer of the Borrower, together with (i) the certificates evidencing all of the issued and outstanding shares of Capital Stock of each U.S. Subsidiary of the Borrower pledged pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Borrower Pledge Agreement, agree which certificates shall in each case be accompanied by undated stock powers duly executed in blank and (ii) all Pledged Notes (as defined in the Borrower Pledge Agreement), if any, evidencing Indebtedness payable to additional obligations being secured by all the Borrower, duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or any substantial part similar instruments) in respect of such collateral (unless the Lien for Pledged Notes executed by each payee of a Pledged Note to be filed in such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event jurisdictions as the Administrative Agent may consent to such junior Lien provided that it obtains reasonably request; and (b) the consent Subsidiary Pledge Agreement, dated as of the Required Lenders thereto)date hereof, alter the relative priorities duly executed by an Authorized Officer of each U.S. Subsidiary of the obligations entitled to the benefits of the Liens created under the Pledge Agreement Borrower which in turn has any Subsidiary or the Holdings Guaranty and Pledge Agreement Subsidiaries, together with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary of the Borrower which shall be pledged pursuant to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to such Subsidiary Pledge Agreement, which the Required Lenders have consented, certificates shall in each case be accompanied by undated stock powers duly executed in blank and (ii) all Pledged Notes (as defined in the case Subsidiary Pledge Agreement), if any, evidencing Indebtedness payable to each such indirect U.S. Subsidiary of the Borrower, duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or similar instruments) in respect of such Pledged Notes executed by each payee of a Pledged Note to be filed in such jurisdictions as the Administrative Agent may reasonably request; provided, however, that neither the Borrower nor any of its Subsidiaries shall -------- ------- be required to pledge in excess of 65% of the outstanding voting stock of any equity Non-U.S. Subsidiary. If any securities pledged pursuant to a Pledge Agreement are uncertificated securities, the Agents shall have received confirmation and evidence satisfactory to each of them that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps have been taken under applicable law resulting in the perfection of the security interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien granted in favor of the Administrative Agent in such securities pursuant to the Pledge Agreement to the extent covering more than 65% terms of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the applicable Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Agreement.

Pledge Agreements. Neither The Agents shall have received executed counterparts of (a) the Pledge Agreement nor the Holdings Holdco Guaranty and Pledge Agreement, dated as of the date hereof, duly executed by an Authorized Officer of Holdco, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of the Company which shall be pledged pursuant to the Holdco Guaranty and Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank; (b) the Company Pledge Agreement, dated as of the date hereof, duly executed by the Company, together with (i) the certificates evidencing all of the issued and outstanding shares of Capital Stock of each Subsidiary of the Company which shall be pledged pursuant to the Company Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank and (ii) the Intercompany Note (if any) duly indorsed to the order of the Administrative Agent; and (c) the Subsidiary Pledge Agreement, dated as of the date hereof, duly executed by an Authorized Officer of each Subsidiary of the Company (other than Thermadyne Receivables, Inc.) (after giving effect to the Transaction) which in turn has any Subsidiary or Subsidiaries, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect Subsidiary of the Company which shall be pledged pursuant to such Subsidiary Pledge Agreement, 107 116 which certificates shall in each case be accompanied by undated stock powers duly executed in blank; provided, however, that neither the Company nor any provision thereof may of its Subsidiaries shall be waived, amended or modified except required to pledge in excess of 65% of the outstanding voting stock of any Non-U.S. Subsidiary. If any securities pledged pursuant to an agreement a Pledge Agreement are uncertificated securities or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lenderare held through a securities intermediary, the Administrative Agent shall not (except as provided herein or have received confirmation and evidence satisfactory to it that appropriate book entries have been made in the Pledge Agreementrelevant books or records of a securities intermediary or the issuer of such securities, as the case may be, or other appropriate steps have been (or will be, in accordance with Section 7.1.13) release all or any substantial part taken under applicable law resulting in the perfection of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity security interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien granted in favor of the Administrative Agent in such securities pursuant to the Pledge Agreement to the extent covering more than 65% terms of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the applicable Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Agreement.

Pledge Agreements. Neither For so long as no Rating Upgrade Event has occurred and is continuing, if after the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in date hereof (x) any Foreign Subsidiary owned directly by the Company or Obligor, including any Subsidiary Guarantor(herein, to release any Lien in favor of the Administrative Agent a "Paragraph (b) Obligor") that becomes a Subsidiary Guarantor and therefor an Obligor hereunder pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign paragraph (b) above, shall acquire or form any new Subsidiary (it being understood that the term "new Subsidiary" includes any entity that is a Subsidiary of any Paragraph (b) Obligor at the time it becomes an Obligor hereunder), or (y) any Excluded Entity shall cease to be an Excluded Entity but shall continue to be a Subsidiary of the Borrower, then, in addition to any actions that may be required to be taken as a result thereof pursuant to paragraph (b) above, each Obligor (including any Paragraph (b) Obligor) will take the following actions with respect to such new Subsidiary or previously Excluded Entity: (i) if such new Subsidiary or previously Excluded Entity is organized under the laws of the United States of America or a State thereof, each Obligor that holds any of the shares of capital stock or other ownership interests in such new Subsidiary or previously Excluded Entity shall take such action (including delivering the certificates, if any, evidencing such shares or other ownership interests, accompanied by undated stock or other powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority Liens in such shares and other ownership interests under the U.S. Equity Pledge Agreement (or, if necessary, a supplement thereto); (ii) if such new Subsidiary or previously Excluded Entity is organized under the laws of a jurisdiction other than the United States of America or a State thereof, each Obligor that holds any of the shares of capital stock or other ownership interests in such new Subsidiary or previously Excluded Entity shall execute and deliver a Foreign Equity Pledge Agreement (or, as applicable, supplement the U.K Equity Pledge Agreement) with respect to such shares of capital stock or other ownership interests and take such other action (including delivering the certificates, if any, evidencing such shares or other ownership interests, accompanied by undated stock or other powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority Liens in such shares and other ownership interests under the law governing such Foreign Equity Pledge Agreement (or, as applicable, U.K. Equity Pledge Agreement); and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date or as the Administrative Agent shall have requested; provided, however, that (A) the foregoing shall not require any action that the Borrower and the Administrative Agent have determined would either result in adverse tax consequences under Section 956 of the Code or would contravene any applicable law, rule or regulation, (B) notwithstanding anything in this Agreement or the Pledge Agreements to the contrary, subject to the foregoing clause (A), none of the Borrower or any of its Subsidiaries shall be required to release any other capital pledge more than 65% of the outstanding shares of voting stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is and (C) the foregoing shall not owned directly by require the Company Borrower or any Subsidiary Guarantorof its Subsidiaries to pledge any shares of stock or other ownership interests in Inactive Subsidiaries, to release any lien in favor Joint Venture Entities and, for so long as it shall conduct no business other than holding Indebtedness of the Administrative Agent pursuant Canandaigua Limited and having Indebtedness outstanding to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12.Borrower, Canandaigua B.V.

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

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

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

Pledge Agreements. Neither (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Pledge Agreement nor in the Holdings Guaranty and form of Exhibit H (as amended, modified, restated and/or supplemented from time to time, the "U.S. Pledge Agreement") and shall have delivered to the Collateral Agent, nor any provision thereof may be waivedas Pledgee thereunder, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent all of the Required LendersU.S. Pledge Agreement Collateral, provided thatif any, without the prior consent of each Lenderreferred to therein and then owned by such U.S. Credit Party, the Administrative Agent shall not (except as provided herein or x) endorsed in blank in the Pledge Agreement) release all or any substantial part case of the collateral or otherwise terminate all or any substantial part of the Liens under the promissory notes constituting U.S. Pledge Agreement or Collateral and (y) together with executed and undated transfer powers in the Holdings Guaranty and case of certificated Equity Interests constituting U.S. Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be requiredCollateral, and the Administrative Agent is hereby authorizedU.S. Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, (i) each of the Foreign Credit Parties listed on Part A of Schedule XIII shall have duly authorized, executed and delivered a pledge agreement governed by the laws of the jurisdiction in which such Foreign Credit Party is organized, which pledge agreement shall (x) be prepared by local counsel reasonably satisfactory to release any Lien covering property that is the subject of either Agents, (y) be in form and substance reasonably satisfactory to the Agents and (z) be in full force and effect (each such pledge agreement, as amended, modified, restated and/or supplemented from time to time, a disposition of property permitted hereunder or a disposition to which "Foreign Credit Party Pledge Agreement" and, collectively, the Required Lenders have consented, "Foreign Credit Party Pledge Agreements") and (ii) such Foreign Credit Parties shall have taken such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) by each such Foreign Credit Party Pledge Agreement. Part A of Schedule (c) On the Initial Borrowing Date, with respect to any Credit Party (whether organized under the laws of the United States or a non-U.S. jurisdiction) which is pledging promissory notes or Equity Interests in one or more Persons organized under the laws of a different jurisdiction from the jurisdiction of organization of the respective Credit Party, if the Agents determine (based on advice of local counsel) that it would be in the interests of the Lenders that the respective Credit Party authorize, execute and deliver one or more additional pledge agreements governed by the laws of the jurisdiction or jurisdictions in which the Person or Persons whose promissory notes or Equity Interests are being pledged is (or are) organized, then the respective Credit Party shall (i) so authorize, execute and deliver one or more such additional pledge agreements (each, as amended, modified, restated and/or supplemented from time to time, a "Local Law Pledge Agreement" and, collectively, the "Local Law Pledge Agreements" and together with the Foreign Credit Party Pledge Agreements, the "Foreign Pledge Agreements") and (ii) take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) by each such Local Law Pledge Agreement. Each Local Law Pledge Agreement shall (i) be prepared by local counsel reasonably satisfactory to the Agents, (ii) be in form and substance reasonably satisfactory to the Agents and (iii) be in full force and effect on the Initial Borrowing Date, it being understood and agreed, however, in the case of any equity interest in (x) any Foreign Subsidiary owned directly Local Law Pledge Agreement entered into by the Company Holdings or any Subsidiary Guarantorof its Domestic Subsidiaries, the respective Credit Party shall not be required to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering pledge more than 65% of the total combined voting capital stock power of all classes of Equity Interests entitled to vote of any Foreign Subsidiary that is a corporation (or treated as such for U.S. federal tax purposes) in support of its obligations (x) as a Borrower under the Credit Agreement (in the case of the U.S. Borrower) or (y) under its Guaranty in respect of the Obligations of the U.S. Borrower (in the case of the other U.S. Credit Parties) (although 100% of the non-voting Equity Interests, if any, of each such Foreign Subsidiary (it being understood that to the Administrative Agent extent not constituting a Restricted Subsidiary) shall not be required to release any other capital stock be pledged in support of such obligations). Part B of Schedule XIII sets forth a Foreign Subsidiary owned directly by list of all Local Law Pledge Agreements to be executed and delivered on the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Initial Borrowing Date.

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

Pledge Agreements. Neither On or before the Pledge Agreement nor Initial Borrowing Date, each Pledgor (excluding any Foreign Pledgor where the Holdings Guaranty Administrative Agent determines, based on advice of local counsel, that it would be preferable for the respective Foreign Pledgor not to execute and deliver the U.S. Pledge Agreement, nor but to execute and deliver one or more Foreign Pledge Agreements as contemplated below) shall have duly authorized, executed and delivered the U.S. Pledge Agreement in the form of Exhibit G (as amended, modified or supplemented from time to time, the “U.S. Pledge Agreement”). With respect to (A) any provision thereof Foreign Pledgor, if the Administrative Agent determines (based on advice of local counsel) that it would be in the interests of the Lenders that the respective Foreign Pledgor authorize, execute and deliver a pledge agreement governed by the laws of the jurisdiction in which such Foreign Pledgor is organized and (B) any Pledgor (whether organized under the laws of the United States or a non-U.S. jurisdiction) which is pledging equity interests in one or more Persons organized under the laws of a different jurisdiction from the jurisdiction of organization of the respective Pledgor, if the Administrative Agent determines (based on advice of local counsel) that it would be in the interests of the Lenders that the respective Pledgor authorize, execute and deliver one or more additional pledge agreements governed by the laws of the jurisdiction or jurisdictions in which the Person or Persons whose equity interests are being pledged is (or are) organized, then the respective Pledgor shall take the actions contemplated by clause (A) and/or (B), as the case may be, above (and, in the case of clause (A) above, shall not execute the U.S. Pledge Agreement). Each pledge agreement to be waivedexecuted and delivered by one or more Credit Parties pursuant to the immediately preceding sentence (as modified, amended or modified except pursuant supplemented from time to an agreement or agreements in writing entered into time, the “Foreign Pledge Agreements” and each, a “Foreign Pledge Agreement”) shall be prepared by the Credit Parties party thereto, and by local counsel satisfactory to the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, and be in form and substance satisfactory to the Administrative Agent Agent, and shall not conform as nearly as possible (except as provided herein or in to the Pledge Agreementobligations secured thereby and the rights intended to be granted thereunder) release all or any substantial part of to the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and U.S. Pledge Agreement, agree taking into account variations necessary or desirable under applicable local law. In connection with the execution and delivery of the Foreign Pledge Agreements, the respective Credit Parties shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to additional obligations being secured by all create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or any substantial part purported to be granted) thereby. The U.S. Pledge Agreement and each Foreign Pledge Agreement listed on Section A of such collateral (unless the Lien for such additional obligations Schedule IV shall be junior to in full force and effect. Each Pledgor is listed on Section B of Schedule IV. Furthermore, in connection with the Lien in favor execution and delivery of the other obligations secured U.S. Pledge Agreement and each Foreign Pledge Agreement (where applicable), the following shall be provided by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, respective Credit Party: (i) to release any Lien covering property that is the subject Collateral Agent, as pledgee, all of either a disposition of property permitted hereunder or a disposition the Pledge Agreement Collateral referred to which the Required Lenders have consentedtherein, accompanied by executed and undated endorsements for transfer; (ii) in the case of any equity interest the U.S. Pledge Agreement, proper financing statements (Form UCC-1) for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect the security interests purported to be created by the U.S. Pledge Agreement; (iii) in the case of the U.S. Pledge Agreement, certified copies of requests for information or copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name such Pledgor as debtor and that are filed in the jurisdictions referred to in Section 5.08(ii), together with copies of such other financing statements that name such Pledgor as debtor (none of which shall cover the Collateral except (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% evidencing Permitted Liens or (y) in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing); and (iv) evidence that all other actions necessary or, in the reasonable opinion of the voting capital stock of such Foreign Subsidiary (it being understood that Collateral Agent desirable, to perfect and protect the Administrative Agent shall not security interests purported to be required to release any other capital stock of a Foreign Subsidiary owned directly created by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the respective Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12have been taken.

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

Pledge Agreements. Neither (i) If any Applicable Acquisition Subsidiary is a corporation (sociedad anonima), the Pledge Agreement nor the Holdings Guaranty acquiring Issuer shall have duly authorized, executed and delivered an SA Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into which such Issuer shall have granted (A) to the Collateral Agent, for the benefit of the Purchasers, a first priority Lien on all of the Stock of such Applicable Acquisition Subsidiary acquired by the Credit Parties party theretoAcquiring Issuer, and by (B) if any Bridge Obligations are outstanding, to the Administrative Bridge Collateral Agent, for the benefit of the Bridge Purchasers, a second priority Lien on all of such Stock of such Applicable Acquisition Subsidiary, free and clear of all Liens (and shall have (i) delivered to the Collateral Agent all such Stock with the consent relevant annotation of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty existence and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits perfection of the Liens created under by such SA Pledge Agreement, (ii) given notice to the Pledge Agreement or Applicable Acquisition Subsidiary of the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part grant of such collateral, except that no such consent shall be requiredLiens as required by Argentine Law, and (iii) caused the Administrative Applicable Acquisition Subsidiary to have duly registered such Liens in the names of the Collateral Agent and the Bridge Collateral Agent in the Applicable Acquisition Subsidiary's share registry). (ii) If any Applicable Acquisition Subsidiary is hereby a limited liability company (sociedad de responsabilidad limitada), the acquiring Issuer shall have duly authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition executed and delivered an SRL Pledge Agreement, pursuant to which the Required Lenders Issuer shall have consentedgranted to (A) the Collateral Agent, for the benefit of the Purchasers, a first priority Lien on all of the Stock of such Applicable Acquisition Subsidiary acquired by the acquiring Issuer, and (iiB) if any Bridge Obligations are outstanding, the Bridge Collateral Agent, for the benefit of the Bridge Purchasers, a second priority Lien on all of the Stock of each such Applicable Acquisition Subsidiary, free and clear of all Liens. (iii) The Administrative Agent shall have received evidence of the completion of all recordings and filings of, or with respect to, the SA Pledge Agreements and the SRL Pledge Agreements as may be necessary or, in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor opinion of the Administrative Agent pursuant Agent, desirable to perfect the Pledge Agreement security and other interest intended to be created by each such agreement, except for the extent covering more than 65% filing of the voting capital stock of such Foreign Subsidiary (it being understood that SRL Pledge Agreements with the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary applicable registro publico which is not owned directly by required in order to perfect the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12security interest granted thereby.

Pledge Agreements. Neither The Agents shall have received executed counterparts of (a) (i) the Pledge Agreement nor the Holdings Guaranty and Holdco Pledge Agreement, dated as of the date hereof, duly executed by an Authorized Officer of Holdco, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of the Company which shall be pledged pursuant to the Holdco Pledge Agreement, which certificates shall be accompanied by undated stock powers duly executed in blank; and (ii) the Company Pledge Agreement, dated as of the date hereof, duly executed by an Authorized Officer of the Company, together with (i) the certificates evidencing all of the issued and outstanding shares of Capital Stock of each Restricted Subsidiary of the Company which shall be pledged pursuant to the Company Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank and (ii) the Intercompany Note and any other intercompany notes between the Company and its Restricted Subsidiaries (if any) which shall be pledged pursuant to the Company Pledge Agreement duly indorsed to the order of the Administrative Agent; and (b) the Subsidiary Pledge Agreement, dated as of the date hereof, duly executed by an Authorized Officer of each Restricted Subsidiary of the Company (after giving effect to the Transaction) which is a U.S. Subsidiary, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of each indirect Restricted Subsidiary of the Company which shall be pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank; PROVIDED, HOWEVER, that neither the Company nor any provision thereof may of its Restricted Subsidiaries shall be waived, amended or modified except required to pledge in excess of 65% of the outstanding voting stock of any Non-U.S. Subsidiary. If any securities pledged pursuant to an agreement a Pledge Agreement are uncertificated securities or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lenderare held through a securities intermediary, the Administrative Agent shall not have obtained "control" (except as provided herein defined in the UCC) over such securities and shall have received such instruments and documents, if any, as the Administrative Agent shall deem necessary or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor reasonable opinion of the Administrative Agent pursuant desirable under applicable law to perfect the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor security interest of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12securities.

Pledge Agreements. Neither The Company covenants that if at any time the Pledge Agreement nor Company or any Domestic Subsidiary owning stock or Ownership Interests of a Material Foreign Subsidiary is required to secure the Holdings Guaranty obligations under a Primary Credit Facility with a security interest in such stock or Ownership Interest of such Material Foreign Subsidiary, the Company will promptly execute, or cause such Domestic Subsidiary owning such stock or Ownership Interests of a Material Foreign Subsidiary to promptly execute, a pledge agreement to pledge to the Collateral Agent for the benefit of the holders of the Notes and Pledge Agreement, nor any provision thereof may be waived, amended or modified except other secured parties pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Intercreditor Agreement with respect to all or any substantial part the lesser of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is 65% of the subject outstanding stock or other Ownership Interests of either a disposition of property permitted hereunder Material Foreign Subsidiary, or a disposition to which the Required Lenders have consented, and (ii) in all of the case stock or other Ownership Interests of any equity interest in (x) any such Material Foreign Subsidiary owned directly by the Company or such Domestic Subsidiary at any Subsidiary Guarantor, time. The Company further agrees to release any Lien in favor of the Administrative Agent pursuant deliver to the Pledge Agreement Collateral Agent all such pledge agreements, to the extent covering more than necessary to grant the Collateral Agent a security interest in 65% of the voting capital outstanding stock or other Ownership Interests of each first-tier Material Foreign Subsidiary, together (to the extent available and applicable) with appropriate corporate resolutions and other documentation (including the certificates representing the stock or Ownership Interests of such Material Foreign Subsidiary subject to such pledge, executed assignments separate from the certificates (it being understood that the Administrative Agent shall not be required stock powers) for such certificates with respect to release any other capital stock of a Material Foreign Subsidiary owned directly by thereto executed in blank, such other documents as shall be reasonably requested to perfect the Company or any Subsidiary GuarantorLien of such pledge, and, if the lenders under a Primary Credit Facility have received similar legal opinions, opinions of counsel addressed to the holders of the Notes), in each case in form and substance reasonably satisfactory to the Required Holder(s), and (y ) any Foreign Subsidiary which is not owned directly by in a manner that the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(dRequired Holder(s) shall be deemed reasonably satisfied that the Collateral Agent has a first priority perfected pledge of or charge over the Ownership Interest pledged pursuant to limit such pledge agreements.” 1.3. Paragraph 6A of the provisions of Section 10.12.Note Agreement is amended in its entirety to read as follows:

Pledge Agreements. Neither On or before the Pledge Agreement nor Initial Borrowing Date, each Pledgor (excluding any Foreign Pledgor where the Holdings Guaranty Administrative Agent determines, based on advice of local counsel, that it would be preferable for the respective Foreign Pledgor not to execute and deliver the U.S. Pledge Agreement, nor but to execute and deliver one or more Foreign Pledge Agreements as contemplated below) shall have duly authorized, executed and delivered the U.S. Pledge Agreement in the form of Exhibit G (as amended, modified or supplemented from time to time, the “U.S. Pledge Agreement”). With respect to (A) any provision thereof Foreign Pledgor, if the Administrative Agent determines (based on advice of local counsel) that it would be in the interests of the Lenders that the respective Foreign Pledgor authorize, execute and deliver a pledge agreement governed by the laws of the jurisdiction in which such Foreign Pledgor is organized and (B) any Pledgor (whether organized under the laws of the United States or a non-U.S. jurisdiction) which is pledging equity interests in one or more Persons organized under the laws of a different jurisdiction from the jurisdiction of organization of the respective Pledgor, if the Administrative Agent determines (based on advice of local counsel) that it would be in the interests of the Lenders that the respective Pledgor authorize, execute and deliver one or more additional pledge agreements governed by the laws of the jurisdiction or jurisdictions in which the Person or Persons whose equity interests are being pledged is (or are) organized, then the respective Pledgor shall take the actions contemplated by clause (A) and/or (B), as the case may be, above (and, in the case of clause (A) above, shall not execute the U.S. Pledge Agreement). Each pledge agreement to be waivedexecuted and delivered by one or more Credit Parties pursuant to the immediately preceding sentence (as modified, amended or modified except pursuant supplemented from time to an agreement or agreements in writing entered into time, the “Foreign Pledge Agreements” and each, a “Foreign Pledge Agreement”) shall be prepared by the Credit Parties party thereto, and by local counsel satisfactory to the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, and be in form and substance satisfactory to the Administrative Agent Agent, and shall not conform as nearly as possible (except as provided herein or in to the Pledge Agreementobligations secured thereby and the rights intended to be granted thereunder) release all or any substantial part of to the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and U.S. Pledge Agreement, agree taking into account variations necessary or desirable under applicable local law. In connection with the execution and delivery of the Foreign Pledge Agreements, the respective Credit Parties shall take such actions as may be necessary or desirable under local law (as advised by local counsel) to additional obligations being secured by all create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or any substantial part purported to be granted) thereby. The U.S. Pledge Agreement and each Foreign Pledge Agreement listed on Section A of such collateral (unless the Lien for such additional obligations Schedule IV shall be junior to in full force and effect. Each Pledgor is listed on Section B of Schedule IV. Furthermore, in connection with the Lien in favor execution and delivery of the other obligations secured U.S. Pledge Agreement and each Foreign Pledge Agreement (where applicable), the following shall be provided by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, respective Credit Party: (i) to release any Lien covering property that is the subject Collateral Agent, as pledgee, all of either a disposition of property permitted hereunder or a disposition the Pledge Agreement Collateral referred to which the Required Lenders have consentedtherein, accompanied by executed and undated endorsements for transfer; (ii) in the case of any equity interest the U.S. Pledge Agreement, proper financing statements (Form UCC-1) for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect the security interests purported to be created by the U.S. Pledge Agreement; (iii) in the case of the U.S. Pledge Agreement, certified copies of requests for information or copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name such Pledgor as debtor and that are filed in the jurisdictions referred to in Section 5.09(ii), together with copies of such other financing statements that name such Pledgor as debtor (none of which shall cover the Collateral except (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% evidencing Permitted Liens or (y) in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing); and (iv) evidence that all other actions necessary or, in the reasonable opinion of the voting capital stock of such Foreign Subsidiary (it being understood that Collateral Agent desirable, to perfect and protect the Administrative Agent shall not security interests purported to be required to release any other capital stock of a Foreign Subsidiary owned directly created by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the respective Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12have been taken.

Pledge Agreements. Neither (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Pledge Agreement nor in the Holdings form of Exhibit I (as amended, modified, restated and/or supplemented from time to time, the “U.S. Pledge Agreement”) and shall have delivered to the Collateral Agent, as Pledgee thereunder, all of the U.S. Pledge Agreement Collateral, if any, referred to therein and then owned by such U.S. Credit Party, (x) endorsed in blank in the case of promissory notes constituting U.S. Pledge Agreement Collateral and (y) together with executed and undated transfer powers in the case of certificated Equity Interests constituting U.S. Pledge Agreement Collateral, and the U.S. Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, (i) each of the Foreign Credit Parties shall have duly authorized, executed and delivered a pledge agreement or pledge agreements, with respect to the Equity Interests in other Persons held by such Foreign Credit Party and governed by the laws of the jurisdiction in which the issuer of the Equity Interests pledged thereby is organized (subject to certain exceptions as are necessary or advisable based on the advice of local counsel), which pledge agreements shall (w) secure the respective Obligations with liens of the respective priority, in each case, on the basis set forth in Schedule VI (the “Guaranty and Security Principles”), (x) be prepared by local counsel reasonably satisfactory to the Administrative Agent, (y) be in form and substance reasonably satisfactory to the Administrative Agent and (z) be in full force and effect (each such pledge agreement, as amended, modified, restated and/or supplemented from time to time, a “Foreign Credit Party Pledge Agreement” and, collectively, the “Foreign Credit Party Pledge Agreements”) and (ii) such Foreign Credit Parties shall have taken such actions as may be necessary (or, subject to any limitations set forth in the applicable Foreign Credit Party Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and reasonably requested by the Administrative Agent or its counsel) under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) by each such Foreign Credit Party Pledge Agreement. Part A of Schedule 5.10 sets forth a list of all Foreign Credit Party Pledge Agreements to be executed and delivered on the Initial Borrowing Date. (c) On the Initial Borrowing Date, with respect to any Credit Party (whether organized under the consent laws of the Required LendersUnited States or a non-U.S. jurisdiction) which is pledging promissory notes or Equity Interests in one or more Persons organized under the laws of a different jurisdiction from the jurisdiction of organization of the respective Credit Party, provided that, without the prior consent of each Lender, if the Administrative Agent shall not determines (except as provided herein or based on advice of local counsel and to the extent legally permitted by the relevant applicable foreign law) that it would be in the Pledge Agreement) release all or any substantial part interests of the collateral Lenders that the respective Credit Party authorize, execute and deliver one or otherwise terminate all or any substantial part more additional pledge agreements governed by the laws of the Liens under the Pledge Agreement jurisdiction or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, jurisdictions in which event the Administrative Agent may consent Person or Persons whose promissory notes or Equity Interests are being pledged is (or are) organized, then the respective Credit Party shall, subject to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorizedlocal law limitations, (i) so authorize, execute and deliver one or more such additional pledge agreements (each, as amended, modified, restated and/or supplemented from time to release any Lien covering property that is time, a “Local Law Pledge Agreement” and, collectively, the subject of either a disposition of property permitted hereunder or a disposition to which “Local Law Pledge Agreements” and together with the Required Lenders have consentedForeign Credit Party Pledge Agreements, the “Foreign Pledge Agreements”) and (ii) take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) by each such Local Law Pledge Agreement. Each Local Law Pledge Agreement shall (i) be prepared by local counsel reasonably satisfactory to the Administrative Agent, (ii) be in form and substance reasonably satisfactory to the Administrative Agent and (iii) be in full force and effect on the Initial Borrowing Date, it being understood and agreed, however, in the case of any equity interest in (x) any Foreign Subsidiary owned directly Local Law Pledge Agreement entered into by the Company Exide U.S. or any Subsidiary Guarantorof its Domestic Subsidiaries, the respective Credit Party shall not be required to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering pledge more than 65% of the total combined voting capital stock power of all classes of Equity Interests entitled to vote of any Foreign Subsidiary that is a corporation (or treated as such for U.S. federal tax purposes) in support of its obligations (x) as a Borrower under the Credit Agreement (in the case of the U.S. Borrowers) or (y) under its Guaranty in respect of the Obligations of the U.S. Borrowers (in the case of the other U.S. Credit Parties) (although 100% of the non-voting Equity Interests, if any, of each such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock be pledged in support of such obligations). Part B of Schedule 5.10 sets forth a Foreign Subsidiary owned directly by list of all Local Law Pledge Agreements to be executed and delivered on the Company or any Subsidiary Guarantor), Initial Borrowing Date. It is understood and (y ) any Foreign Subsidiary which is not owned directly by agreed that all Local Law Pledge Agreements shall secure the Company or any Subsidiary Guarantor, to release any lien in favor respective Obligations with liens of the Administrative Agent pursuant to respective priority, in each case, consistent with the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Guaranty and Security Principles.

Pledge Agreements. Neither (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Pledge Agreement in the form of Exhibit G-1 (as amended, modified or supplemented from time to time, the “U.S. Pledge Agreement”) and shall have delivered to the Collateral Agent, as Pledgee thereunder, all of the Pledge Agreement nor Collateral, if any, referred to therein and then owned by such U.S. Credit Party, (x) endorsed in blank in the Holdings Guaranty case of promissory notes constituting Pledge Agreement Collateral and (y) together with executed and undated endorsements for transfer in the case of equity interests constituting certificated Pledge Agreement Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Pledge Agreement have been taken and the U.S. Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, each European Parent Guarantor shall have duly authorized, executed and delivered the European Parent Pledge Agreement in the form of Exhibit G-2 (as amended, modified or supplemented from time to time, the “European Parent Pledge Agreement”) and shall have delivered to the Collateral Agent, nor any provision thereof may be waivedas Pledgee thereunder, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent all of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or Collateral, if any, referred to therein and then owned by such European Parent Guarantor, (x) endorsed in blank in the Holdings Guaranty and case of promissory notes constituting Pledge Agreement Collateral and (y) together with executed and undated endorsements for transfer in the case of equity interests constituting certificated Pledge Agreement Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the European Parent Pledge Agreement have been taken and the European Parent Pledge Agreement shall be in full force and effect. (c) On the Initial Borrowing Date, each Canadian Parent Guarantor shall have duly authorized, executed and delivered the Canadian Parent Pledge Agreement in the form of Exhibit G-3 (as amended, modified or supplemented from time to time, the Guarantee under the Holdings Guaranty and “Canadian Parent Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations ”) and shall be junior have delivered to the Lien in favor Collateral Agent, as Pledgee thereunder, all of the other obligations secured by the Pledge Agreement or Collateral, if any, referred to therein and then owned by such Canadian Parent Guarantor, (x) endorsed in blank in the Holdings Guaranty case of promissory notes constituting Pledge Agreement Collateral and (y) together with executed and undated endorsements for transfer in the case of equity interests constituting certificated Pledge AgreementAgreement Collateral, along with evidence that all other actions necessary or, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent reasonable opinion of the Required Lenders thereto)Collateral Agent, alter desirable, to perfect the relative priorities of security interests purported to be created by the obligations entitled to the benefits of the Liens created under the Canadian Parent Pledge Agreement or have been taken and the Holdings Guaranty and Canadian Parent Pledge Agreement shall be in full force and effect. (d) On the Initial Borrowing Date, with respect to all any Credit Party which is pledging promissory notes or any substantial part equity interests in one or more Persons organized under the laws of such collaterala different jurisdiction from the jurisdiction of organization of the respective Credit Party, except if the Joint Lead Arrangers reasonably determine (based on advice of local counsel and taking into account the relative costs and benefits associated therewith) that no such consent it would be in the interests of the Lenders that the respective Credit Party authorize, execute and deliver one or more additional pledge agreements governed by the laws of the jurisdiction or jurisdictions in which the Person or Persons whose promissory notes or equity interests are being pledged is (or are) organized, then the respective Credit Party shall be required, and the Administrative Agent is hereby authorized, (i) so authorize, execute and deliver one or more such additional pledge agreements (each, as amended, modified, restated and/or supplemented from time to release any Lien covering property that is time, a “Local Law Pledge Agreement” and, collectively, the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, “Local Law Pledge Agreements”) and (ii) take such actions as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) by each such Local Law Pledge Agreement. Each Local Law Pledge Agreement shall (i) be prepared by local counsel reasonably satisfactory to the Joint Lead Arrangers, (ii) be in form and substance reasonably satisfactory to the Joint Lead Arrangers and (iii) be in full force and effect on the Initial Borrowing Date, it being understood and agreed, however, in the case of any equity interest in (x) any Foreign Subsidiary owned directly Local Law Pledge Agreement entered into by the Company Aleris or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant other U.S. Credit Parties, the respective Credit Party shall not be required to the Pledge Agreement to the extent covering pledge more than 65% of the total combined voting capital stock power of such all classes of equity interests entitled to vote of any “first-tier” Foreign Subsidiary that is a corporation (or treated as such for U.S. federal tax purposes) in support of its obligations (x) as a Borrower under the Credit Agreement (in the case of the U.S. Borrower) or (y) under its guaranty in respect of the ABL Obligations of the U.S. Borrowers (in the case of the other U.S. Credit Parties) (it being understood and agreed that 100% of the Administrative Agent non-voting equity interests, if any, of each such “first-tier” Foreign Subsidiary shall not be required to release be pledged in support of such obligations and no stock or assets of any other capital stock such Subsidiaries of a any such “first-tier” Foreign Subsidiary owned directly by shall be required to be pledged in support of such obligations). Schedule VI sets forth a list of all Local Law Pledge Agreements to be executed and delivered on the Company or any Subsidiary Guarantor)Initial Borrowing Date. (e) On the Initial Borrowing Date, the Luxco Guarantor shall have duly authorized, executed and (y ) any Foreign Subsidiary which is not owned directly by delivered the Company or any Subsidiary GuarantorLuxco Pledge Agreement and shall have delivered to the Collateral Agent, to release any lien in favor as Pledgee thereunder, all of the Administrative Agent pursuant to the Pledge Agreement on any Collateral, if any, referred to therein and then owned by such Luxco Guarantor, (x) endorsed in blank in the case of promissory notes constituting Pledge Agreement Collateral and (y) together with executed and undated endorsements for transfer in the case of equity interests constituting certificated Pledge Agreement Collateral, along with evidence that all other actions necessary or, in such Foreign Subsidiary. Nothing in this Section 10.02(d) the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Luxco Pledge Agreement have been taken and the Luxco Pledge Agreement shall be deemed to limit the provisions of Section 10.12in full force and effect.

Pledge Agreements. Neither (a) On the Closing Date, the Parent shall have executed and delivered to the Administrative Agent a Pledge Agreement nor in form and substance satisfactory to the Holdings Guaranty Administrative Agent (the "Parent Pledge Agreement"), granting to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in all of the issued and outstanding Membership Interests of the Borrower; the Parent shall have delivered to the Administrative Agent all certificates, if any, evidencing all of such Membership Interests and powers, duly endorsed in blank, with respect thereto; the Parent shall have taken all other actions as may be required to effect the grant and perfection of the Administrative Agent's security interest in such Membership Interests; and the Parent Pledge Agreement, nor any provision thereof may be waived, amended or modified except and the security interests granted pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, shall be in full force and by effect. (b) On the Closing Date, the Borrower shall have executed and delivered to the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, a Pledge Agreement in form and substance satisfactory to the Administrative Agent shall not (except as provided herein or in the "Borrower Pledge Agreement) release all or any substantial part "), granting to the Administrative Agent, for the benefit of the collateral Lenders, a first priority security interest in all (or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of Excluded Foreign Subsidiaries, 65%) of the issued and outstanding capital stock, membership interests, partnership interests and other equity interests in any equity interest in (x) any Foreign direct Subsidiary owned directly by of the Company or any Subsidiary Guarantor, Borrower; the Borrower shall have taken all actions as may be required to release any Lien in favor effect the grant and perfection of the Administrative Agent Agent's security interest in such capital stock, membership interests, partnership interests and other equity interests; and the Borrower Pledge Agreement, and the security interests granted pursuant to thereto, shall be in full force and effect. (c) On the Pledge Agreement to the extent covering more than 65% Closing Date, each Subsidiary of the voting capital stock of such Foreign Borrower that has a Subsidiary (it being understood that shall have executed and delivered to the Administrative Agent shall not be required a Pledge Agreement in form and substance satisfactory to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant (the "Subsidiary Pledge Agreement"), granting to the Pledge Agreement on any Administrative Agent, for the benefit of the Lenders, a first priority security interest in all (or in the case of Excluded Foreign Subsidiaries, 65%) of the issued and outstanding capital stock, membership interests, partnership interests and other equity interests in of each Subsidiary owned by such Foreign Subsidiary. Nothing in this Section 10.02(d) ; each such Subsidiary shall be deemed have delivered to limit the provisions of Section 10.12.Administrative Agent all certificates, if any, evidencing such equity interests, and powers, duly

Pledge Agreements. Neither The Agents shall have received executed counterparts of (a) the Pledge Agreement nor the Holdings Guaranty and Borrower Pledge Agreement, nor any provision thereof may dated as of the date hereof, duly executed by an Authorized Officer of the Borrower, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of each Subsidiary of the Borrower, which certificates shall in each case be waived, amended or modified except accompanied by undated stock powers duly executed in blank and shall be pledged pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Borrower Pledge Agreement; and (b) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Subsidiary Pledge Agreement, agree dated as of the date hereof, duly executed by an Authorized Officer of each Subsidiary of the Borrower (after giving effect to additional obligations being secured the Transaction) which in turn has any U.S. Subsidiary or U.S. Subsidiaries, together with the certificates evidencing all of the issued and outstanding shares owned by all or any substantial part such Person of Capital Stock of each such indirect Subsidiary of such collateral (unless the Lien for such additional obligations Person which shall be junior pledged pursuant to such Subsidiary Pledge Agreement and which certificates shall in each case be accompanied by undated stock powers duly executed in blank; provided, however, that neither the Borrower nor any of its U.S. Subsidiaries shall be required to pledge in excess of 65% of the outstanding voting stock of any Non-U.S. Subsidiary to the Lien extent any such pledge could be reasonably expected to result in favor an increase in the amount of United States federal income tax attributable to the operations of the other obligations secured by Borrower and its Subsidiaries arising from the operation of Section 956 of the Code. If any securities pledged pursuant to a Pledge Agreement are uncertificated securities, the Agents shall have received confirmation and evidence satisfactory to each of them that appropriate book entries have been made in the relevant books or records of a financial intermediary or the Holdings Guaranty and Pledge Agreementissuer of such securities, as the case may be, or other appropriate steps have been taken under applicable law resulting in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent perfection of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity security interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien granted in favor of the Administrative Agent in such securities pursuant to the Pledge Agreement to the extent covering more than 65% terms of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the applicable Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Agreement.

Pledge Agreements. Neither If after the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in date hereof (x) any Foreign Subsidiary owned directly by the Company or Obligor, including any Subsidiary Guarantor(herein, to release any Lien in favor of the Administrative Agent a “Paragraph (b) Obligor”) that becomes a Subsidiary Guarantor pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign paragraph (b) above and therefor an Obligor hereunder, shall acquire or form any new Subsidiary (it being understood that the term “new Subsidiary” includes any entity that is a Subsidiary of any Paragraph (b) Obligor at the time it becomes an Obligor hereunder), or (y) any Excluded Entity shall cease to be an Excluded Entity but shall continue to be a Subsidiary of the Borrower, then, in addition to any actions that may be required to be taken as a result thereof pursuant to paragraph (b) above, each Obligor (including any Paragraph (b) Obligor) will, to the extent that such actions had not already been taken, take the following actions with respect to such new Subsidiary or previously Excluded Entity: (i) if such new Subsidiary or previously Excluded Entity is organized under the laws of the United States of America or a State thereof, each Obligor that holds any of the shares of capital stock or other ownership interests in such new Subsidiary or previously Excluded Entity shall take such action (including delivering the certificates, if any, evidencing such shares or other ownership interests, accompanied by undated stock or other powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority Liens in such shares and other ownership interests under the U.S. Pledge Agreement (or, if necessary, a supplement thereto); (ii) if such new Subsidiary or previously Excluded Entity is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Borrower shall ensure that each Obligor that holds any of the shares of capital stock or other ownership interests in such new Subsidiary or previously Excluded Entity shall execute and deliver a Foreign Equity Pledge Agreement (or, as applicable, a supplement to a relevant existing Foreign Equity Pledge Agreement) with respect to such shares of capital stock or other ownership interests and take such other action (including delivering the certificates, if any, evidencing such shares or other ownership interests, accompanied by undated stock or other powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority Liens in such shares and other ownership interests under the law governing such Foreign Equity Pledge Agreement; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; provided, however, that (A) the foregoing shall not require any action that the Borrower and the Administrative Agent have determined would either result in adverse tax consequences under Section 956 of the Code or would contravene any applicable law, rule or regulation, (B) notwithstanding anything in this Agreement or the Pledge Agreements to the contrary, none of the Borrower or any of its Subsidiaries shall be required to release any other capital pledge more than 65% of the outstanding shares of voting stock of a any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantorspecified on Schedule VIII (for so long as, in the case of any such Subsidiary specified on Schedule VIII, the Borrower and the Administrative Agent have determined that such pledge would either result in adverse tax consequences under Section 956 of the Code or would contravene any applicable law, rule or regulation) and (C) the foregoing shall not require the Borrower or any of its Subsidiaries to pledge any shares of stock or other ownership interests in Inactive Subsidiaries, Joint Venture Entities and, (i) for so long as it shall conduct no business other than holding Indebtedness of Canandaigua Limited and having Indebtedness outstanding to the Constellation International Holdings, Canandaigua B.V., (ii) for so long as it shall have assets with a fair market value of less than U.S.$5,000,000 and gross revenues of less than U.S.$10,000,000 (in each case, calculated as at the end of, and for the most recently ended, fiscal quarter), Constellation Brands Ireland Limited, and (y iii) any Foreign Subsidiary which is not owned directly by the Company or Specified Mondavi Entity at any Subsidiary Guarantortime prior to April 30, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.122006.

Pledge Agreements. Neither The Lender shall have received, the Borrower Pledge Agreement nor (which Pledge Agreement shall be substantially in accordance with the Holdings Guaranty provisions of Section 7.7(b)), dated as of the Closing Date, duly executed and delivered by an Authorized Officer of the Borrower, together with: certificates evidencing all of the issued and outstanding shares of Capital Stock of each of its Subsidiaries, except to the extent such pledge would be violative of applicable law, owned by the Borrower, which certificates shall be accompanied by undated stock powers duly executed in blank; and all Pledged Notes (as defined in the Borrower Pledge Agreement), nor if any, evidencing Indebtedness of any provision thereof may of the Borrower’s Subsidiaries payable to the Borrower duly endorsed to the order of the Lender; the Subsidiary Pledge Agreement (which Pledge Agreement shall be waived, amended or modified except pursuant to an agreement or agreements substantially in writing entered into by the Credit Parties party thereto, and by the Administrative Agent accordance with the consent provisions of Section 7.7(b)), dated as of the Required LendersClosing Date, provided that, without the prior consent duly executed and delivered by an Authorized Officer of each LenderGuarantor, together with: certificates evidencing all of the Administrative Agent issued and outstanding shares of Capital Stock owned by such Guarantor which certificates shall not be accompanied by undated stock powers duly executed in blank; and all Pledged Notes (except as provided herein or defined in the Subsidiary Pledge Agreement), if any, evidencing Indebtedness payable to a Guarantor duly endorsed to the order of the Lender; and the Lender and its counsel shall be satisfied that the Lien granted to the Lender in the collateral described above is a first priority (or local equivalent thereof) release all or security interest; and no Lien exists on any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless described above other than the Lien for such additional obligations shall be junior to the Lien created in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent Lender pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Loan Document.

Pledge Agreements. Neither The Company shall execute or cause to be executed, by no later than sixty (60) days (or such later date as is agreed to by the Required Holder(s) in their reasonable discretion) after the date on which any Material Subsidiary which is a First Tier Foreign Subsidiary which would, but for its status as an Affected Foreign Subsidiary, qualify as a Guarantor, a Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by Collateral Agent for the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent benefit of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement Secured Parties with respect to the Applicable Pledge Percentage of all or any substantial part of the outstanding Equity Interests of such collateral, except Material Subsidiary; provided that no such consent pledge of the Equity Interests of a First Tier Foreign Subsidiary shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted required hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% such pledge is prohibited by applicable law or the Required Holder(s) and their counsel reasonably determine that, in light of the voting capital cost and expense associated therewith, such pledge would not provide material Pledged Equity for the benefit of the Secured Parties pursuant to legally binding, valid and enforceable Pledge Agreements. The Company further agrees to deliver to the Collateral Agent all such Pledge Agreements, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such Foreign Subsidiary (it being understood that pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary GuarantorRequired Holder(s), and (y in a manner that the Required Holder(s) any Foreign shall be reasonably satisfied that the Collateral Agent has a first priority perfected pledge of or charge over the Pledged Equity related thereto. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no Pledge Agreement in respect of the pledge of Equity Interests of a Material Subsidiary which is not owned directly a First Tier Foreign Subsidiary shall be required until the date which is 60 days after May 5, 2011 (or such later date as is agreed to by the Company or any Subsidiary Guarantor, to release any lien Required Holder(s) in favor their reasonable discretion).” 1.8. Paragraph 6A of the Administrative Agent pursuant Note Agreement is amended in its entirety to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12.read as follows:

Pledge Agreements. Neither (a) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Pledge Agreement nor in the Holdings Guaranty and form of Exhibit H (as amended, modified, restated and/or supplemented from time to time, the "U.S. Pledge Agreement") and shall have delivered to the Collateral Agent, nor any provision thereof as Pledgee thereunder, all of the U.S. Pledge Agreement Collateral, if any, referred to therein and then owned by such U.S. Credit Party, (x) endorsed in blank in the case of promissory notes constituting U.S. Pledge Agreement Collateral and (y) together with executed and undated transfer powers in the case of certificated Equity Interests constituting U.S. Pledge Agreement Collateral, and the U.S. Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, (i) each of the Foreign Credit Parties listed on Part A of Schedule XI shall have duly authorized, executed and delivered a pledge agreement or pledge agreements governed by the laws of the jurisdiction in which the issuer of the Equity Interests pledged thereby is organized (subject to certain exceptions as are necessary or advisable based on the advice of local counsel), which pledge agreements shall (x) be prepared by local counsel reasonably satisfactory to the Administrative Agent, (y) be in form and substance reasonably satisfactory to the Administrative Agent and (z) be in full force and effect (each such pledge agreement, as amended, modified, restated and/or supplemented from time to time, a "Foreign Credit Party Pledge Agreement" and, collectively, the "Foreign Credit Party Pledge Agreements") and (ii) such Foreign Credit Parties shall have taken such actions as may be waived, amended necessary (or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and reasonably requested by the Administrative Agent or its counsel) under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) by each such Foreign Credit Party Pledge Agreement. Part A of Schedule XI sets forth a list of all Foreign Credit Party Pledge Agreements to be executed and delivered on the Initial Borrowing Date. (c) On the Initial Borrowing Date, with respect to any Credit Party (whether organized under the consent laws of the Required LendersUnited States or a non-U.S. jurisdiction) which is pledging promissory notes or Equity Interests in one or more Persons organized under the laws of a different jurisdiction from the jurisdiction of organization of the respective Credit Party, provided that, without the prior consent of each Lender, if the Administrative Agent shall not determines (except as provided herein or based on advice of local counsel and to the extent legally permitted by the relevant applicable foreign law) that it would be in the Pledge Agreement) release all or any substantial part interests of the collateral Lenders that the respective Credit Party authorize, execute and deliver one or otherwise terminate all or any substantial part more additional pledge agreements governed by the laws of the Liens under the Pledge Agreement jurisdiction or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, jurisdictions in which event the Administrative Agent may consent Person or Persons whose promissory notes or Equity Interests are being pledged is (or are) organized, then the respective Credit Party shall, subject to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorizedlocal law limitations, (i) so authorize, execute and deliver one or more such additional pledge agreements (each, as amended, modified, restated and/or supplemented from time to release any Lien covering property that is time, a "Local Law Pledge Agreement" and, collectively, the subject of either a disposition of property permitted hereunder or a disposition to which "Local Law Pledge Agreements" and together with the Required Lenders have consentedForeign Credit Party Pledge Agreements, the "Foreign Pledge Agreements") and (ii) take such actions as may be necessary or desirable under local law (as advised by local counsel) to create, maintain, effect, perfect, preserve, maintain and protect the security interests granted (or purported to be granted) by each such Local Law Pledge Agreement. Each Local Law Pledge Agreement shall (i) be prepared by local counsel reasonably satisfactory to the Administrative Agent, (ii) be in form and substance reasonably satisfactory to the Administrative Agent and (iii) be in full force and effect on the Initial Borrowing Date, it being understood and agreed, however, in the case of any equity interest in (x) any Foreign Subsidiary owned directly Local Law Pledge Agreement entered into by the Company U.S. Borrower or any Subsidiary Guarantorof its Domestic Subsidiaries, the respective Credit Party shall not be required to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering pledge more than 65% of the total combined voting capital stock power of all classes of Equity Interests entitled to vote of any Foreign Subsidiary that is a corporation (or treated as such for U.S. federal tax purposes) in support of its obligations (x) as a Borrower under the Credit Agreement (in the case of the U.S. Borrower) or (y) under its Guaranty in respect of the Obligations of the U.S. Borrower (in the case of the other U.S. Credit Parties) (although 100% of the non-voting Equity Interests, if any, of each such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock be pledged in support of such obligations). Part B of Schedule XI sets forth a Foreign Subsidiary owned directly by list of all Local Law Pledge Agreements to be executed and delivered on the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Initial Borrowing Date.

Pledge Agreements. Neither The Administrative Agent shall have received, with counterparts for each Lender, (a) a supplement to the Pledge Agreement nor the Holdings Guaranty and Borrower Pledge Agreement, nor any provision thereof may be waiveddated as of the Effective Date, amended or modified except pursuant to duly executed and delivered by an agreement or agreements in writing entered into Authorized Officer of the Borrower, together with: (i) certificates evidencing all of the issued and outstanding shares of Capital Stock owned by the Credit Parties party theretoBorrower with respect to SRC which certificates shall be accompanied by undated stock powers duly executed in blank; and (ii) all Pledged Notes (as defined in the Borrower Pledge Agreement), and by if any, evidencing Indebtedness of SRC payable to the Borrower duly endorsed to the order of the Administrative Agent with Agent; (b) a supplement to the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Subsidiary Pledge Agreement, agree dated as of the Effective Date, duly executed and delivered by an Authorized Officer of SRC (and any other Subsidiary of the Borrower that is required to additional obligations being secured execute and deliver a supplement pursuant to this Agreement and that has not done so prior to the Effective Date), together with: (i) certificates evidencing all of the issued and outstanding shares of Capital Stock owned by such Guarantor which certificates shall be accompanied by undated stock powers duly executed in blank; and (ii) all Pledged Notes (as defined in the Subsidiary Pledge Agreement), if any, evidencing Indebtedness payable to a Guarantor duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or any substantial part similar instruments) in respect of such collateral (unless the Lien for Pledged Notes executed by such additional obligations shall Guarantor to be junior to the Lien filed in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event such jurisdictions as the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and reasonably request; and (c) the Administrative Agent is hereby authorized, and its counsel shall be satisfied that (i) the Lien granted to release any Lien covering property that the Administrative Agent, for the benefit of the Secured Parties in the collateral described above is the subject of either a disposition of property permitted hereunder first priority (or a disposition to which the Required Lenders have consented, local equivalent thereof) security interest; and (ii) in no Lien exists on any of the case of any equity interest in (x) any Foreign Subsidiary owned directly by collateral described above other than the Company or any Subsidiary Guarantor, to release any Lien created in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Loan Document.

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

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

Pledge Agreements. Neither The Agents shall have received executed counterparts of (a) the Pledge Agreement nor the Holdings Holdco Guaranty and Pledge Agreement, nor any provision thereof dated as of the date hereof, duly executed by an Authorized Officer of Holdco, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of the Borrower (other than the Preferred Stock) which shall be pledged pursuant to the Holdco Guaranty and Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank; and (b) the Borrower Pledge Agreement, dated as of the date hereof, duly executed by an Authorized Officer of the Borrower, together with (i) the certificates evidencing all of the issued and outstanding shares of Capital Stock of each Subsidiary of the Borrower which shall be pledged pursuant to the Borrower Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, and (ii) all Pledged Notes (as such term is defined in the Borrower Pledge Agreement), evidencing Indebtedness payable to the Borrower which shall be pledged pursuant to the Borrower Pledge Agreement, duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code financing statements (Form UCC-1) (or similar instruments) in respect of such Pledged Notes executed by each payee of a Pledged Note to be filed in such jurisdictions as may be waivednecessary or, amended or modified except pursuant in the opinion of the Administrative Agent, desirable to an agreement or agreements in writing entered into by perfect the Credit Parties party thereto, and by security interest of the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lenderin such Pledged Notes. If any securities pledged pursuant to a Pledge Agreement are uncertificated securities or are held through a securities intermediary, the Administrative Agent shall not (except as provided herein or have received confirmation and evidence satisfactory to it that appropriate book entries have been made in the Pledge Agreement) release all relevant books or any substantial part records of a securities intermediary or the issuer of such securities, as the case may be, or other appropriate steps have been taken under applicable law resulting in the perfection of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity security interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien granted in favor of the Administrative Agent in such securities pursuant to the Pledge Agreement to the extent covering more than 65% terms of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the applicable Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Agreement.

Pledge Agreements. Neither The Agents shall have received executed counterparts of (a) the Pledge Agreement nor the Holdings Guaranty and Holdco Pledge Agreement, dated as of the date hereof, duly executed by an Authorized Officer of Holdco, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of the Borrower (other than the Preferred Stock) which shall be pledged pursuant to the Holdco Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank; (b) the Borrower Pledge Agreement, dated as of the date hereof, duly executed by the Borrower (after giving effect to the Acquisition), together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of each Subsidiary of the Borrower which shall be pledged pursuant to the Borrower Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank; and (c) the Subsidiary Pledge Agreement, dated as of the date hereof, duly executed by each U.S. Subsidiary of the Borrower (after giving effect to the Acquisition) which in turn has any Subsidiaries, together with the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect Subsidiary of the Borrower which shall be pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank; provided, that neither the Borrower nor any provision thereof may of its Subsidiaries shall be waived, amended or modified except required to pledge in excess of 65% of the outstanding voting stock of any Non-U.S. Subsidiary. If any securities pledged pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lendera Pledge Agreement are uncertificated securities, the Administrative Agent shall not (except as provided herein or have received confirmation and evidence satisfactory to it that appropriate book entries have been made in the Pledge Agreement) release all relevant books or any substantial part records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps have been taken under applicable law resulting in the perfection of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity security interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien granted in favor of the Administrative Agent in such securities pursuant to the Pledge Agreement to the extent covering more than 65% terms of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the applicable Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Agreement.

Pledge Agreements. Neither (a) On the Effective Date, each Credit Party ----------------- shall have duly authorized, executed and delivered the Pledge Agreement nor in the Holdings Guaranty and form of Exhibit G-1 (as amended, modified or supplemented from time to time, the "General Pledge Agreement") and shall have delivered to the Collateral Agent, nor any provision thereof may be waivedas Pledgee thereunder, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent all of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty Collateral, if any, referred to therein and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured then owned by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorizedCredit Party, (ix) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) endorsed in blank in the case of any promissory notes constituting Pledge Agreement Collateral and (y) together with executed and undated endorsements for transfer in the case of equity interest interests constituting certificated Pledge Agreement Collateral, along with evidence that all other actions necessary or, in (x) any Foreign Subsidiary owned directly the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Company or any Subsidiary GuarantorGeneral Pledge Agreement have been taken and the General Pledge Agreement shall be in full force and effect. (b) On the Effective Date, to release any Lien in favor of the Administrative Agent pursuant to each Shareholder shall have duly authorized, executed and delivered the Pledge Agreement (recourse under which shall be limited to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary Group II) in the form of Exhibit G-2 (it being understood that as amended, modified or supplemented from time to time, the Administrative Agent "Shareholder Pledge Agreement" and, together with the General Pledge Agreement, the "Pledge Agreements") and shall not be required have delivered to release any other capital stock the Collateral Agent, as Pledgee thereunder, all of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity Collateral referred to therein and then owned by such Shareholder, together with executed and undated stock powers, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) purported to be created by the Shareholder Pledge Agreement have been taken and the Shareholder Pledge Agreement shall be deemed to limit the provisions of Section 10.12in full force and effect.

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

Pledge Agreements. Neither (i) Upon the Pledge Agreement nor the Holdings Guaranty and Pledge Agreementcreation or acquisition of each Foreign Incorporated Subsidiary which is a Material Foreign Subsidiary (including in connection with a Permitted Acquisition), nor any provision thereof may be waived, amended or modified except pursuant if necessary to an agreement or agreements remain in writing entered into by the Credit Parties party thereto, and by the Administrative Agent compliance with the consent terms of the Required Lenders, provided that, without the prior consent of each LenderSection 7.3(O), the Administrative Agent Borrower shall not or shall -------------- cause its applicable parent Domestic Incorporated Subsidiary as promptly as possible (except as provided herein but in any event within sixty (60) days following the creation or in the Pledge Agreementacquisition thereof) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and execute a Pledge Agreement with respect to all or any substantial part sixty-five percent (65%) of the Capital Stock of such collateral, except that no such consent shall be requiredForeign Incorporated Subsidiary, and (b) deliver and cause each such parent Domestic Incorporated Subsidiary and Foreign Incorporated Subsidiary to deliver corporate resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Administrative Agent is hereby authorized(or the Collateral Agent acting on behalf of the Administrative Agent and the Noteholders) may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that in the event that more than one Subsidiary -------- ------- within a commonly controlled group of Subsidiaries constitutes a Foreign Incorporated Subsidiary required to be pledged hereunder, then only the capital stock of the "parent" or "controlling" Subsidiary shall be required to be pledged hereunder. (iii) If any consolidated Subsidiary of the Borrower (other than a new Subsidiary to the extent addressed in Section 7.2(L)(i)) becomes a ----------------- Material Foreign Subsidiary, the Borrower shall or shall cause its applicable parent Domestic Incorporated Subsidiary as promptly as possible (but in any event within sixty (60) days following the date on which such Subsidiary becomes a Material Foreign Subsidiary) to release any Lien covering property that is execute a Pledge Agreement with respect to sixty-five percent (65%) of the subject Capital Stock of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consentedsuch Material Foreign Subsidiary, and (iib) deliver and cause each such parent Domestic Incorporated Subsidiary and Material Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Administrative Agent (or the Collateral Agent acting on behalf of the Administrative Agent and the Noteholders) may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that in the case event that -------- ------- more than one Subsidiary within a commonly controlled group of Subsidiaries constitutes a Material Foreign Subsidiary, then only the capital stock of the "parent" or "controlling" Subsidiary shall be required to be pledged hereunder. (iii) If at any equity interest in (x) any time an Authorized Officer of the Borrower has actual knowledge that the aggregate assets of all of the Borrower's Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien Incorporated Subsidiaries whose Capital Stock is not pledged in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Collateral Agent on behalf of the Administrative Agent and the Noteholders) pursuant to the a Pledge Agreement exceed twenty percent (20%) of Consolidated Assets of the Borrower and its consolidated Subsidiaries or twenty percent (20%) of EBITDA of the Borrower and its consolidated Subsidiaries, as calculated by the Borrower, the Borrower shall, or shall cause sufficient Domestic Incorporated Subsidiaries (to the extent necessary to reduce such aggregate assets to or below twenty percent (20%) of such Consolidated Assets or EBITDA, as applicable), as promptly as possible (but in any event within sixty (60) days following initial date on any equity interests in which such aggregate assets exceed twenty percent (20%) of Consolidated Assets or EBITDA, as applicable), to execute a Pledge Agreement with respect to sixty-five percent (65%) of the Capital Stock of such Foreign Incorporated Subsidiary. Nothing , and (b) deliver and cause each such Domestic Incorporated Subsidiary and Foreign Incorporated Subsidiary to deliver corporate resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Administrative Agent (or the Collateral Agent acting on behalf of the Administrative Agent and the Noteholders) may reasonably request, all in this Section 10.02(d) form and substance reasonably satisfactory to the Administrative Agent; provided, however, that in the event that more than one -------- ------- Subsidiary within a commonly controlled group of Subsidiaries constitutes a Foreign Incorporated Subsidiary required to be pledged hereunder, then only the capital stock of the "parent" or "controlling" Subsidiary shall be deemed required to limit the provisions of Section 10.12be pledged hereunder.

Pledge Agreements. Neither The Administrative Agent shall have received, with counterparts for each Lender, (a) the Pledge Agreement nor the Holdings Guaranty and Borrower Pledge Agreement, nor dated as of the date hereof, duly executed and delivered by an Authorized Officer of the Borrower, together with (i) certificates evidencing all of the (A) issued and outstanding shares of Capital Stock of the Borrower's Restricted Subsidiaries, and (B) shares of Capital Stock owned by the Borrower with respect to any provision thereof may of its U.S. Subsidiaries which certificates shall be waivedaccompanied by undated stock powers duly executed in blank; (ii) certificates evidencing 65% of the issued and outstanding shares of Capital Stock of each direct Foreign Subsidiary of the Borrower, amended or modified except which certificates shall be accompanied by undated stock powers duly executed in blank, or, if any securities pledged pursuant to an agreement or agreements the Borrower Pledge Agreement are uncertificated securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest in writing entered into by the Credit Parties party thereto, and such uncertificated securities has been perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with the consent U.C.C. and all laws otherwise applicable to the perfection of the Required Lenderspledge of such shares; and (iii) all Pledged Notes (as defined in the Borrower Pledge Agreement), provided thatif any, without evidencing Indebtedness payable to the prior consent Borrower duly endorsed to the order of each Lender, the Administrative Agent shall not Agent, together with Uniform Commercial Code Financing Statements (except as provided herein or similar instruments) in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part respect of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured Pledged Notes executed by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, Borrower to be filed in which event such jurisdictions as the Administrative Agent may consent to such junior Lien provided that it obtains reasonably request; (b) the consent Subsidiary Pledge Agreement, dated as of the Required Lenders thereto)date hereof, alter the relative priorities duly executed and delivered by an Authorized Officer of each Guarantor that has any Subsidiaries, together with (i) certificates evidencing all of the obligations entitled issued and outstanding shares of Capital Stock owned by such Guarantor which certificates shall be accompanied by undated stock powers duly executed in blank; (ii) certificates evidencing 65% of the issued and outstanding shares of each direct Foreign Subsidiary of such Guarantor, which certificates shall be accompanied by undated stock powers duly executed in blank, or, if any securities pledged pursuant to the benefits of the Liens created under the Subsidiary Pledge Agreement or the Holdings Guaranty are uncertificated securities, confirmation and Pledge Agreement with respect evidence satisfactory to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorizedthat the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Section 8-313, Section 8-321 and Section 9-115 of the U.C.C. and all laws otherwise applicable to the perfection of the pledge of such shares; and (iii) all Pledged Notes (as defined in the Subsidiary Pledge Agreement), if any, evidencing Indebtedness payable to a Guarantor duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code Financing Statements (or similar instruments) in respect of such Pledged Notes executed by such Guarantor to be filed in such jurisdictions as the Administrative Agent may reasonably request; and (c) the Administrative Agent and its counsel shall be satisfied that (i) the Lien granted to release any Lien covering property that the Administrative Agent, for the benefit of the Secured Parties in the collateral described above is the subject of either a disposition of property permitted hereunder first priority (or a disposition to which the Required Lenders have consented, local equivalent thereof) security interest; and (ii) in no Lien exists on any of the case of any equity interest in (x) any Foreign Subsidiary owned directly by collateral described above other than the Company or any Subsidiary Guarantor, to release any Lien created in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12Loan Document.

Pledge Agreements. Neither If after the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in date hereof (x) any Foreign Subsidiary owned directly by the Company or Obligor, including any Subsidiary Guarantor(herein, to release any Lien in favor of the Administrative Agent a "Paragraph (b) Obligor") that becomes a Subsidiary Guarantor pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign paragraph (b) above and therefor an Obligor hereunder, shall acquire or form any new Subsidiary (it being understood that the term "new Subsidiary" includes any entity that is a Subsidiary of any Paragraph (b) Obligor at the time it becomes an Obligor hereunder), or (y) any Excluded Entity shall cease to be an Excluded Entity but shall continue to be a Subsidiary of the Borrower, then, in addition to any actions that may be required to be taken as a result thereof pursuant to paragraph (b) above, each Obligor (including any Paragraph (b) Obligor) will take the following actions with respect to such new Subsidiary or previously Excluded Entity: (i) if such new Subsidiary or previously Excluded Entity is organized under the laws of the United States of America or a State thereof, each Obligor that holds any of the shares of capital stock or other ownership interests in such new Subsidiary or previously Excluded Entity shall take such action (including delivering the certificates, if any, evidencing such shares or other ownership interests, accompanied by undated stock or other powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority Liens in such shares and other ownership interests under the U.S. Pledge Agreement (or, if necessary, a supplement thereto); (ii) if such new Subsidiary or previously Excluded Entity is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Borrower shall ensure that each Obligor that holds any of the shares of capital stock or other ownership interests in such new Subsidiary or previously Excluded Entity shall execute and deliver a Foreign Equity Pledge Agreement (or, as applicable, supplement the U.K Equity Pledge Agreement or Australian Equity Pledge Agreement) with respect to such shares of capital stock or other ownership interests and take such other action (including delivering the certificates, if any, evidencing such shares or other ownership interests, accompanied by undated stock or other powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority Liens in such shares and other ownership interests under the law governing such Foreign Equity Pledge Agreement (or, as applicable, U.K. Equity Pledge Agreement or the Australian Equity Pledge Agreement); and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date or as the Administrative Agent shall have requested; provided, however, that (A) the foregoing shall not require any action that the Borrower and the Administrative Agent have determined would either result in adverse tax consequences under Section 956 of the Code or would contravene any applicable law, rule or regulation, (B) notwithstanding anything in this Agreement or the Pledge Agreements to the contrary none of the Borrower or any of its Subsidiaries shall be required to release any other capital pledge more than 65% of the outstanding shares of voting stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is and (C) the foregoing shall not owned directly by require the Company Borrower or any Subsidiary Guarantorof its Subsidiaries to pledge any shares of stock or other ownership interests in Inactive Subsidiaries, to release any lien in favor Joint Venture Entities and, for so long as it shall conduct no business other than holding Indebtedness of the Administrative Agent pursuant Canandaigua Limited and having Indebtedness outstanding to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12.Constellation International Holdings, Canandaigua B.V.

Pledge Agreements. Neither (i) Upon the Pledge Agreement nor the Holdings Guaranty and Pledge Agreementcreation or acquisition of each Foreign Incorporated Subsidiary which is a Material Foreign Subsidiary (including in connection with a Permitted Acquisition), nor any provision thereof may be waived, amended or modified except pursuant if necessary to an agreement or agreements remain in writing entered into by the Credit Parties party thereto, and by the Administrative Agent compliance with the consent terms of the Required Lenders, provided that, without the prior consent of each LenderSection 7.3(O), the Administrative Agent Borrower shall not or shall cause its applicable parent Domestic Incorporated Subsidiary as promptly as possible (except as provided herein but in any event within sixty (60) days following the creation or in the Pledge Agreementacquisition thereof) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and a) execute a Pledge Agreement with respect to all or any substantial part sixty-five percent (65%) of the Capital Stock of such collateral, except that no such consent shall be requiredForeign Incorporated Subsidiary, and (b) deliver and cause each such parent Domestic Incorporated Subsidiary and Foreign Incorporated Subsidiary to deliver corporate resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Administrative Agent is hereby authorized(or the Collateral Agent acting on behalf of the Administrative Agent and the Purchasers) may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders; provided, however, that in the event that more than one Subsidiary within a commonly controlled group of Subsidiaries constitutes a Foreign Incorporated Subsidiary required to be pledge hereunder, then only the capital stock of the "parent" or "controlling" Subsidiary shall be required to be pledged hereunder. (iii) If any consolidated Subsidiary of the Borrower (other than a new Subsidiary to the extent addressed in Section 7.2(L)(i)) becomes a Material Foreign Subsidiary, the Borrower shall or shall cause its applicable parent Domestic Incorporated Subsidiary as promptly as possible (but in any event within sixty (60) days following the dated on which such Subsidiary becomes a Material Foreign Subsidiary) to release any Lien covering property that is (a) execute a Pledge Agreement with respect to sixty-five percent (65%) of the subject Capital Stock of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consentedsuch Material Foreign Subsidiary, and (iib) deliver and cause each such parent Domestic Incorporated Subsidiary and Material Foreign Subsidiary to deliver corporate resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Administrative Agent (or the Collateral Agent acting on behalf of the Administrative Agent and the Purchasers) may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders; provided, however, that in the case event that more than one Subsidiary within a commonly controlled group of Subsidiaries constitutes a Material Foreign Subsidiary, then only the capital stock of the "parent" or "controlling" Subsidiary shall be required to be pledged hereunder. (iii) If at any equity interest in (x) any time an Authorized Officer of the Borrower has actual knowledge that the aggregate assets of all of the Borrower's Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien Incorporated Subsidiaries whose Capital Stock is not pledged in favor of the Administrative Agent (or in favor of the Collateral Agent on behalf of the Administrative Agent and the Purchasers) pursuant to the a Pledge Agreement exceed twenty-five percent (25%) of Consolidated Assets of the Borrower and its consolidated Subsidiaries or twenty-five percent (25%) of EBITDA of the Borrower and its consolidated Subsidiaries, as calculated by the Borrower, the Borrower shall or shall cause sufficient Domestic Incorporated Subsidiaries (to the extent covering necessary to reduce such aggregate assets to or below twenty-five percent (25%) of such Consolidated Assets or EBITDA, as applicable), as promptly as possible (but in any event within sixty (60) days following initial date on which such aggregate assets exceed twenty-five percent (25%) of Consolidated Assets or EBITDA, as applicable), to (a) execute a Pledge Agreement with respect to sixty-five percent (65%) of the Capital Stock of such Foreign Incorporated Subsidiary, and (b) deliver and cause each such Domestic Incorporated Subsidiary and Foreign Incorporated Subsidiary to deliver corporate resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Administrative Agent (or the Collateral Agent acting on behalf of the Administrative Agent and the Purchasers) may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders; provided, however, that in the event that more than 65% one Subsidiary within a commonly controlled group of Subsidiaries constitutes a Foreign Incorporated Subsidiary required to be pledged hereunder, then only the voting capital stock of the "parent" or "controlling" Subsidiary shall be required to be pledged hereunder. (iv) Notwithstanding the foregoing, (a) no Pledge Agreement shall be required hereunder to the extent (1) the pledge thereunder is prohibited by applicable law or (2) the Administrative Agent and the Required Lenders or the Collateral Agent or their respective counsel reasonably determine that such pledge would not provide material collateral for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements and (b) with respect to the pledge of Capital Stock in Material Foreign Subsidiary Subsidiaries in existence on the date hereof (including without limitation TIWR Netherlands Holdings C.V.), no such relevant Pledge Agreement is required to be delivered hereunder until 30 days after the Closing Date (it being understood and agreed that the Administrative Agent shall not be required failure to release any other capital stock of a Foreign Subsidiary owned directly deliver such Pledge Agreements by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary date which is not owned directly by 30 days after the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) Closing Date shall be deemed to limit the provisions of Section 10.12constitute a Default hereunder).