Common use of Pledge; Grant of Security Interest Clause in Contracts

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations (and, to the extent provided in Section 10.1, the 2037 ASC Debentures Obligations), each Grantor hereby pledges and grants grants, and, to the Collateral extent applicable, confirms its continuing prior pledge and grant, to the Agent for its benefit and for the benefit of the other Credit PartiesSecured Parties (and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders), of a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal the following property and interests of such Grantor in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel Paper; (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV Schedule 12 of the Perfection Certificate; (iix) all General Intangibles; (jx) all Deposit Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; and (mxiii) to the extent not covered by clauses (ai) through (lxii) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the reasonable request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the prompt and complete payment and performance in full when due of all of the Secured Obligations, each Grantor the Pledgor does hereby pledges assign and grants transfer unto the Administrative Agent, and does hereby pledge, charge and grant to the Collateral Agent for its benefit and Administrative Agent, for the benefit of the other Credit Secured Parties, a lien on and continuing security interest in and to all of the right, title and interest of such Grantor the Pledgor in, to and under all of such Grantor’s personal the following property (and interests all rights therein) of the Pledgor, or in such personal propertywhich or to which the Pledgor has any rights, wherever located, and in each case whether now existing or hereafter arising or acquired from time to time acquired (collectively, all of which is hereinafter collectively referred to as the “Collateral”), including, without limitation:): (a) all Accountseach Collateral Account of, or in the name of, the Pledgor; (b) all GoodsCash, including EquipmentSecurities, Inventory Security Entitlements, Investment Property, Financial Assets, credit balances and Fixturesother assets and Property and all Instruments in respect of any of the foregoing, from time to time deposited or held in or transferred or credited to or carried in any Collateral Account of the Pledgor from time to time, or required by the Credit Agreement, this Agreement, the Account Control Agreement and/or any other Credit Document to be transferred, deposited, credited, carried or held in any Collateral Account of the Pledgor, from time to time; (c) all DocumentsSecurities, Instruments moneys or Property representing a dividend on any of the Collateral of the Pledgor, or representing a distribution or return of capital upon or in respect of any of the Collateral, or resulting from a split-up, revision, reclassification or other like change of any of the Collateral of the Pledgor or otherwise received in exchange therefor, and Chattel Paperany subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of the Collateral of the Pledgor; (d) all Letters Proceeds of Credit any and Letter-of-Credit Rights; all of the foregoing (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described all causes of action, claims and warranties now or hereafter held by the Pledgor in Section IV respect of any of the Perfection Certificate; (i) items listed above), all General Intangibles; (j) interest on or other income from the Cash and other Property from time to time held in any Collateral Account of the Pledgor, and all Deposit Accounts; (k) all Supporting Obligations; (l) all books collections and records relating distributions with respect to the CollateralCollateral of the Pledgor; and (me) to the extent not covered by related to any Property described in the preceding clauses (a) through (l) of this sentenceSection 3.01, all books, correspondence, credit files, records and other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestpapers.

Pledge; Grant of Security Interest. As collateral security for (a) To secure the payment and performance and/or performance, as the case may be, in full of all the Secured Obligations, each Grantor whether at stated maturity, by acceleration or otherwise, the Pledgor hereby pledges pledges, and grants to the Collateral Agent for its benefit and for the benefit of the other Credit PartiesLender, a lien on and a first-priority security interest in all of its right, title and interest in and to all of the rightPledged Interests, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests whether now owned or in such personal property, wherever located, the future acquired by it and whether now existing or hereafter arising or acquired from time to time (collectivelyin the future coming into existence and wherever located, the “Collateral”)together with, including, without limitationin each case: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; shares, securities, and rights to receive moneys or property representing a dividend on any of the Pledged Interests or a distribution or return of capital upon or in respect of the Pledged Interests (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating it being understood that, notwithstanding anything to the Collateral; contrary herein, the Pledgor shall be entitled to receive and retain free and clear of the security interest granted hereby any and all dividends, reimbursements of equity and other distributions paid on or distributed in respect of the Pledged Interests to the extent and only to the extent that all such dividends, reimbursements of equity and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Loan Agreement), and (mii) to the extent not covered by clauses (a) through (l) of this sentenceall payments, all other personal property of such Grantorproceeds, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions torents, profits, income, benefits, substitutions and replacements for, of and rents, profits and products of, each to any of the foregoingproperty of Pledgor described in the preceding clauses of this Section 2 (including all causes of action, any claims and all proceeds warranties now or hereafter held by such Pledgor in respect of any insuranceof the items listed above) and, indemnityto the extent related to any property described in said clauses or such proceeds, warranty all assets, interests, rights, books, correspondence, credit files, records, invoices and other documents and instruments, including all tapes, cards, computer runs and other papers and documents in the possession or guaranty payable to under the control of such Grantor Pledgor or any computer bureau or service company from time to time with respect to acting for such Pledgor (collectively, but exclusive of any dividends, reimbursements of equity or other distributions described in the foregoing. Notwithstanding anything to the contrary contained parenthetical in clauses clause (a) through (mi) above, the security interest created by this Security Agreement "Collateral"). (b) Pledgor shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice deliver to the Collateral Agent identifying in reasonable detail Lender all certificates representing the Excluded Property Pledged Interests concurrently with the execution and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestdelivery of this Agreement.

Pledge; Grant of Security Interest. As collateral security for the prompt and complete payment and performance in full when due of all the of its Secured Obligations, each Grantor does hereby pledges severally (and grants not jointly) assign and transfer unto the Collateral Agent, and does hereby severally (and not jointly) pledge, charge and grant to the Collateral Agent for its benefit and Agent, for the benefit of the other Credit PartiesSecured Creditors, a lien on and continuing security interest in and to all of the right, title and interest of such Grantor in, to and under all of the following property (and all rights therein) of such Grantor’s personal property and interests , or in which or to which such personal propertyGrantor has any rights, wherever located, and in each case whether now existing or hereafter arising or acquired from time to time acquired (collectively, all of which is hereinafter collectively referred to as the “Collateral”), including, without limitation:): (a) all Accountseach Collateral Account of, or in the name of, such Grantor; (b) all GoodsCash, including EquipmentSecurities, Inventory Security Entitlements, Investment Property, Financial Assets and Fixturesother assets and Property and all Instruments, in each case from time to time deposited or held in or transferred or credited to or carried in any Collateral Account of such Grantor from time to time; (c) all DocumentsSecurities, Instruments moneys or Property representing a dividend on any of the assets of such Grantor described in clause (b) of this Section 4.01, or representing a distribution or return of capital upon or in respect of any of such assets, or resulting from a split-up, revision, reclassification or other like change of any of such assets of such Grantor or otherwise received in exchange therefor, and Chattel Paperany subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of such assets of such Grantor; (d) all Letters Proceeds of Credit any and Letter-of-Credit Rights; all of the foregoing (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described all causes of action, claims and warranties now or hereafter held by such Grantor in Section IV respect of any of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentenceitems listed above), all interest on or other personal property income from the Cash and other Property from time to time held in any Collateral Account of such Grantor, whether tangible or intangible and all Proceeds collections and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time distributions with respect to any of the foregoing. Notwithstanding anything to the contrary contained assets of such Grantor described in clauses (a) through (mc) above, the security interest created by of this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice Section 4.01; and (e) to the Collateral Agent identifying extent related to any property described in reasonable detail the Excluded Property preceding clauses of this Section 4.01, all books, correspondence, credit files, records and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestpapers.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents (including, if applicable, electronic Documents), Instruments and Chattel PaperPaper (whether tangible or electronic); (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (g) all Intellectual Property Collateral; (hvii) all Commercial Tort Claims, including, without limitation, those described in Section Schedule IV of the Perfection Certificateto this Agreement; (iviii) all General IntangiblesIntangibles (other than Intellectual Property); (jix) all Deposit Accounts and Securities Accounts; (kx) all Supporting Obligations; (lxi) all books and records relating to the Collateral; and (mxii) to the extent not covered by clauses (ai) through (lxi) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. , but, in each case, excluding any Intellectual Property; Notwithstanding anything to the contrary contained in clauses (ai) through (mxii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property Property, and the Grantors shall from time to time at the reasonable request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents (including, if applicable, electronic Documents), Instruments and Chattel PaperPaper (whether tangible or electronic); (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Information Certificate; (iix) all General Intangibles; (jx) all Deposit Accounts and Securities Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; and (mxiii) to the extent not covered by clauses (ai) through (lxii) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property Property, and the Grantors shall from time to time at the reasonable request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor Each Pledgor hereby pledges and grants to the Collateral Agent for its benefit and Lender, as collateral security for the benefit prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the other Credit PartiesDebt, a lien on and first priority security interest in and to all of Pledgor’s right, title and interest to and under, in each case, whether now owned or existing, or hereafter acquired or arising in the following (collectively, the “Pledged Collateral”): (a) all Pledged Securities; (b) all securities, security certificates, moneys or property representing the Pledged Securities, or representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split-up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (c) all right, title and interest of such Grantor Pledgor in, to and under all any policy of such Grantor’s personal property insurance payable by reason of loss or damage to the Pledged Securities and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “any other Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit “accounts”, “general intangibles”, “instruments” and Letter-of-Credit Rights;“investment property” (in each case as defined in the Code) constituting or relating to the foregoing; and (e) all Securities Collateral; Proceeds of any of the foregoing property of Pledgor (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described any proceeds of insurance thereon, all “accounts”, “general intangibles”, “instruments” and “investment property”, in Section IV of each case as defined in the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records Code, constituting or relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request).

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation:): (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel Paper; (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property CollateralProperty; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Information Certificate; (iix) all General Intangibles; (jx) all Deposit Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; and (mxiii) to the extent not covered by clauses (ai) through (lxii) of this sentence, all other personal property of such Grantor, whether tangible or intangible intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Property. The Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, no representation or warranty is made with respect to the creation or perfection of a security interest in any property to the extent that such creation or perfection is not required under the terms of the Loan Documents.

Pledge; Grant of Security Interest. As Pledgor hereby pledges, assigns and grants to Lender, as collateral security for the prompt and complete payment and performance in full of all when due (whether at the Secured Obligationsstated maturity, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit by acceleration or otherwise) of the other Credit PartiesDebt, a lien on and first priority security interest in and to all of the Xxxxxxx’s right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal propertythe following, wherever located, located and whether now existing or hereafter acquired and/or arising or acquired from time to time (collectively, the “Collateral”), including, without limitation:): (ai) all AccountsPledged Securities; (bii) all Goodssecurities, including Equipmentmoneys or property representing dividends or interest on any of the Pledged Securities, Inventory or representing a distribution in respect of the Pledged Securities, or resulting from a split-up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and Fixturesany subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (ciii) all Documentsright, Instruments title and Chattel Paper; (d) all Letters interest of Credit Pledgor in, to and Letter-of-Credit Rights; (e) all under any policy of insurance or insurance claims payable by reason of loss or damage to the Pledged Securities and any other Collateral; (fiv) all rights, privileges, authority and power arising from the Pledged Securities and Xxxxxxx’s interest in Borrower; (v) the capital and equity of Pledgor in Borrower and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents, as applicable (each an “Organizational Document” and collectively, the “Organizational Documents”): articles of incorporation, articles of organization, certificate of incorporation, certificate of formation, certificate of limited partnership, certificate of organization, by-laws, limited partnership agreement, limited liability company agreement, stock certificates, certificates of limited partnership interests or general partner interests, certificates of limited liability company membership interests, and all amendments or modifications of any of the foregoing, and all other agreements, instruments and/or other organizational or governing documents of or relating to the Pledged Securities, Pledgor and Borrower; (vi) all other payments, if any, due or to become due to Pledgor in respect of any Collateral, under or arising out of any Organizational Document of Borrower or otherwise, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all of Xxxxxxx’s claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under or arising out of the ownership of the Pledged Securities; (viii) all of Pledgor’s rights pursuant to any Organizational Document of Borrower at law or in equity, to exercise and enforce every right, power, remedy, authority, option and privilege of Pledgor relating to the Pledged Securities, including, but not limited to, the right to execute any instruments and to take any and all other action on behalf of and in the name of Pledgor in respect of the Pledged Securities and/or Borrower, to vote, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of Borrower to enforce or execute any checks, or other instruments or orders and to file any claims and to take any action in connection with any of the foregoing; ​ (ix) all Investment PropertyProperty (as such term is defined in the UCC) issued by, or relating to, Xxxxxxxx; (gx) all Intellectual Property Collateralequity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Pledged Securities; (hxi) all Accounts, Deposit Accounts, Documents, Instruments, Money, Letter- of-Credit Rights (whether the letter of credit is evidenced by writing), General Intangibles (including payment intangibles), registered copyrights, Chattel Paper (whether tangible or electronic), Goods (including Inventory, Equipment and Accessions thereto), Commercial Tort Claims, insurance and insurance claims and Supporting Obligations (as each such item is defined in the UCC); and (xii) Proceeds (as defined in the UCC) of any of the foregoing property of Pledgor (including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestinsurance thereon).

Pledge; Grant of Security Interest. As collateral (a) Each of the Pledgors hereby grants a first priority pledge and security for interest (the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants “Security Interest”) to the Collateral Agent for its benefit and Pledgee for the benefit of the other Credit Secured Parties, a lien on and security interest in and to its Pledged Equity Interests as collateral security for the due and timely payment, performance and satisfaction when due (whether at stated maturity, by acceleration or otherwise) of any and all of the Secured Obligations. (b) For purposes of perfecting the Security Interest over the Pledged Equity Interests pursuant to paragraphs II and III of Article 334 of the Law, the Pledgors hereby deliver to the Pledgee (i) an executed original of this Agreement, (ii) the original stock certificates evidencing its right, title and interest in and to its Pledged Shares, duly endorsed “in pledge” (“en prenda”) in favor of such Grantor inthe Pledgee, to and under all for the ratable benefit of such Grantor’s personal property and interests in such personal property, wherever locatedthe Secured Parties, and whether now existing (iii) a copy of the entry made in the stock registry book or hereafter arising the partners registry book, as the case may be, of each Issuer, duly certified by an authorized officer or acquired from time to time (collectivelyattorney-in-fact of each Issuer, evidencing that, on the date hereof, the “Collateral”)Security Interest in and to the Pledged Equity Interests has been duly recorded in the stock registry book or partners registry book, includingas the case may be, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures;of each Issuer. (c) all DocumentsIn accordance with Article 337 of the Law, Instruments the Pledgors and Chattel Paper;the Pledgee agree that this Agreement shall serve as receipt (resguardo) by the Pledgee of the Pledged Equity Interests and the original stock certificates representing the Pledged Shares. (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV Without prejudice to the rights of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books Pledgee under the Loan Documents, the Pledgee hereby irrevocably waives the provisions of, and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentenceany rights it might have under, all other personal property of such GrantorArticles 340, whether tangible or intangible 342 and all Proceeds and products of each 343 of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestLaw.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Inventory; (ii) all Accounts; (biii) all Goods, including Equipment, Inventory and FixturesCredit Card Receivables; (civ) all Documents, Documents relating to Inventory; (v) all Instruments and Chattel PaperPaper relating to or arising from the disposition of Inventory and Accounts, including, without limitation, all Collateral Intercompany Notes; (dvi) all Letters of Credit and Letter-of-Credit Rights, in each case, relating to or arising from the disposition of Inventory and Accounts; (evii) all Securities Collateral; (f) General Intangibles relating to Inventory and Accounts, including, without limitation, all Investment Payment Intangibles, but excluding Intellectual Property; (gviii) all Intellectual Property CollateralDeposit Accounts and all cash and other property of any kind held directly or indirectly by the Collateral Agent or any Lender; (hix) all Securities Accounts and Commodity Accounts and all securities, commodities, or other property deposited or held therein, in each case, solely to the extent relating to or arising from Inventory and Accounts; (x) all Commercial Tort ClaimsClaims relating to or arising from Inventory and Accounts, including, without limitation, those described in Section IV of the Perfection CertificateSchedule III hereof; (ixi) all General Intangibles; (j) all Deposit contract rights under agreements relating to Inventory and Accounts; (kxii) all Supporting ObligationsObligations relating to or arising from Inventory or Accounts; (lxiii) all books books, records, and records information relating to the foregoing Collateral, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained; and (mxiv) to the extent not covered by clauses (ai) through (lxiii) of this sentence, all other personal property of such GrantorGrantor relating to or arising from the foregoing Collateral, whether tangible or intangible intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiv) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request. For the avoidance of doubt, the Lien granted to the Agent hereunder shall not extend to, and the Collateral shall not include, any other property or assets of the Grantors not specifically described in this SECTION 2.1, including, without limitation, Goods (other than Goods that constitute Inventory), Equipment, Fixtures, Intellectual Property, and, except as set forth above in this SECTION 2.1 with respect to Securities Accounts and Commodity Accounts and all securities, commodities, or other property deposited or held therein, Investment Property (including all Equity Interests owned by the Grantors), Commercial Tort Claims, Securities Accounts and Commodity Accounts.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, subject to the entry by the Bankruptcy Court of the Interim Financing Order (as the same may be amended, supplemented or otherwise modified by the Final Financing Order), each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s real and personal property and interests in such real and personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts (including without limitation, the Concentration Account and all Blocked Accounts); (k) all Supporting Obligations; (l) all books money, cash or cash equivalents; (m) all credit balances, deposits and other property now or hereafter held or received by or in transit to the Collateral Agent or at any other depository or other institution from or for the account of any Loan Party, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (n) (i) all proceeds of leases of real property and (ii) owned real property; (o) effective upon the entry of the Final Financing Order, all claims or causes of action that the Grantors may be entitled to assert by reason of any avoidance or other power vested in or on behalf of the Grantors or the estates of the Grantors under Chapter 5 of the Bankruptcy Code and any and all recoveries and settlements thereof, but, notwithstanding anything to the contrary contained in the Interim Financing Order, only (i) the full amount of any such recovery or settlement to the extent arising under Section 549 of the Bankruptcy Code and Section 550 of the Bankruptcy Code (but only, in the case of Section 550 of the Bankruptcy Code, to the extent relating to any recovery or settlement arising under Section 549 of the Bankruptcy Code) and (ii) all amounts necessary to reimburse the Credit Parties for the amount of the Carve-Out actually funded (including any recovery or settlement arising under Section 550 of the Bankruptcy Code) (the foregoing clauses (i) and (ii), collectively, the “Specified Bankruptcy Recoveries”); (p) all books, records and information relating to the CollateralCollateral and/or to the operation of any Grantor’s business, and all rights of access to (i) such books, records, and information and (ii) all property in which such books, records and information are stored, recorded and maintained; and (mq) to the extent not covered by clauses (a) through (lp) of this sentence, all receivables and all present and future claims, rights, interests, assets and properties recovered by or on behalf of any Grantor; (r) to the extent not covered by clauses (a) through (q) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (mr) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor Pledgor hereby pledges and grants to the Collateral Agent for its benefit and Secured Party, as collateral security for the benefit prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the other Credit PartiesObligations, a lien on and first priority security interest in and to all of the Pledgor’s right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time the following (collectively, the “Collateral”), including, without limitation:): (a) all AccountsPledged Interests; (b) all Goodssecurities, including Equipmentmoneys or property representing dividends or interest on any of the Pledged Interests, Inventory or representing a distribution in respect of the Pledged Interests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Interests or otherwise received in exchange therefor, and Fixturesany subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests; (c) all Documentsright, Instruments title and Chattel Paperinterest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Interests and any other Collateral; (d) all Letters of Credit “accounts”, “documents”, “general intangibles”, “instruments” and Letter-of-Credit Rights“investment property” (in each case as defined in the Code) constituting or relating to the foregoing; (e) all Securities Collateralrights, privileges, authority and power arising from Pledgor’s interest in each PropCo (provided, however, that, so long as no Event of Default exists, Pledgor may exercise such rights, privileges, authority vested in Pledgor; (f) the capital of Pledgor in each PropCo and any and all Investment Propertyprofits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents, as applicable (each an “Organizational Document” and collectively, the “Organizational Documents”): articles of incorporation, certificate of formation, certificate of limited partnership, certificate of organization, by-laws, limited partnership agreement, limited liability company agreement, stock certificates, certificates of limited partnership interests or general partnership interests (if any), certificates of limited liability company membership interests (if any), and all amendments or modifications of any of the foregoing, and all other agreements, instruments and/or other organizational or governing documents of or relating to each PropCo (provided, however, that, so long as no Event of Default exists, subject to the terms and conditions of the Indenture, Pledgor shall retain all rights with respect to all such profits, losses, distributions, allocations and proceeds); (g) all Intellectual Property Collateralother payments, if any, due or to become due to Pledgor in respect of any of the items listed in this Section 2, under or arising out of any Organizational Document of any PropCo or otherwise, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (h) all Commercial Tort Claimsof Pledgor’s claims, includingrights, without limitationpowers, those described in Section IV privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Perfection Certificateownership of the Pledged Interests; (i) all General Intangiblespresent and future claims, if any, of Pledgor against any PropCo for monies loaned or advanced, for services rendered or otherwise; (j) all Deposit Accountsof Pledgor’s rights pursuant to any Organizational Document of any PropCo or at law or in equity, to exercise and enforce every right, power, remedy, authority, option and privilege of Pledgor relating to the Pledged Interests, including, but not limited to, the right to execute any instruments and to take any and all other action on behalf of and in the name of Pledgor in respect of the Pledged Interests and/or any PropCo, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of any PropCo, to enforce or execute any checks, or other instruments or orders and to file any claims and to take any actions in connection with any of the foregoing; (k) all Supporting ObligationsInvestment Property (as such term is defined in the Code) issued by, or relating to, any PropCo; (l) all books and records equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; andPledged Interests; (m) to the extent not covered by clauses any Net Liquidation Proceeds After Debt Service; (an) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each any of the foregoing and all accessions toproperty of Pledgor (including, substitutions and replacements for, and rents, profits and products of, each of the foregoingwithout limitation, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestinsurance thereon).

Pledge; Grant of Security Interest. As collateral security for (a) Effective on the payment Closing Date, the Borrower hereby assigns and performance in full of all transfers to the Secured ObligationsLender, each Grantor and hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit PartiesLender, as a secured party, a first priority lien on and security interest in and to all of the assets and all real, intangible and personal property of the Borrower, including all of the Borrower’s right, title and interest of such Grantor in, in and to the Pledged Royalty Rights and under all of such Grantor’s personal property and interests in such personal the following other property, in each case, wherever located, located and whether now existing owned or at any time hereafter arising acquired by the Borrower or acquired from in which the Borrower now has or at any time in the future may acquire any right, title or interest (such assets and property referred to time (collectively, herein as the “Collateral”), includingas security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitationby acceleration or otherwise) and observance of all Secured Obligations: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (hiii) all Commercial Tort Claims, including, without limitation, those Claims listed or described in Section IV of the Perfection Certificatefrom time to time on Schedule 8.01(a)(iii); (iiv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all Fixtures; (viii) all General Intangibles; (jix) all Deposit Goods; (x) all Instruments; (xi) all Intellectual Property and Intellectual Property Licenses; (xii) all Inventory (xiii) all Investment Property, including all Equity Interests and Securities; (xiv) all Letters of Credit and Letter of Credit Rights; (xv) all Money; (xvi) all Securities Accounts; (kxvii) all Supporting Obligationsbooks, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (lxviii) all books Proceeds, products, accessions, rents and records relating to profits of or in respect of any of the Collateralforegoing; and (mxix) to the extent not covered by clauses (a) through (l) of this sentenceotherwise included, all other personal property of such Grantorproperty, whether tangible or intangible intangible, of the Borrower and all Proceeds Proceeds, products, accessions, rents, issues and products profits of each any and all of the foregoing and all accessions tocollateral security, substitutions supporting obligations and replacements for, and rents, profits and products of, each of the foregoing, guarantees given by any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time Person with respect to any of the foregoing. Notwithstanding anything contained in this Agreement to the contrary contained in clauses (a) through (m) abovecontrary, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, include any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestCollateral.

Pledge; Grant of Security Interest. As collateral security for the prompt and complete payment and performance in full when due of all the of its Secured Obligations, each Grantor does hereby pledges severally (and grants not jointly) assign and transfer unto the Collateral Agent, and does hereby severally (and not jointly) pledge, charge and grant to the Collateral Agent for its benefit and Agent, for the benefit of the other Credit PartiesSecured Creditors, a lien on and continuing security interest in and to all of the right, title and interest of such Grantor in, to and under all of the following property (and all rights therein) of such Grantor’s personal property and interests , or in which or to which such personal propertyGrantor has any rights, wherever located, and in each case whether now existing or hereafter arising or acquired from time to time acquired (collectively, all of which is hereinafter collectively referred to as the “Collateral”), including, without limitation:): (a) all Accountseach Collateral Account (as defined in Section 4.02) of, or in the name of, such Grantor; (b) all GoodsCash, including EquipmentSecurities, Inventory Security Entitlements, Investment Property, Financial Assets, credit balances and Fixturesother assets and Property and all Instruments, in each case from time to time deposited or held in or transferred or credited to or carried in any Collateral Account of such Grantor from time to time; (c) all DocumentsSecurities, Instruments moneys or Property representing a dividend on any of the assets of such Grantor described in clause (b) of this Section 4.01, or representing a distribution or return of capital upon or in respect of any of such assets, or resulting from a split-up, revision, reclassification or other like change of any of such assets of such Grantor or otherwise received in exchange therefor, and Chattel Paperany subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of such assets of such Grantor; (d) all Letters Proceeds of Credit any and Letter-of-Credit Rights; all of the foregoing (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described all causes of action, claims and warranties now or hereafter held by such Grantor in Section IV respect of any of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentenceitems listed above), all interest on or other personal property income from the Cash and other Property from time to time held in any Collateral Account of such Grantor, whether tangible or intangible and all Proceeds collections and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time distributions with respect to any of the foregoing. Notwithstanding anything to the contrary contained assets of such Grantor described in clauses (a) through (mc) above, the security interest created by of this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice Section 4.01; and (e) to the Collateral Agent identifying extent related to any property described in reasonable detail the Excluded Property preceding clauses of this Section 4.01, all books, correspondence, credit files, records and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestpapers.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the Agent and the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments (including Promissory Notes) and Chattel Paper (including all Tangible Chattel Paper and Electronic Chattel Paper); (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV 15 of the Perfection CertificateInformation Certificate (as may be amended or supplemented from time to time); (iix) all General Intangibles (including, but not limited to all Payment Intangibles, consisting of amount owing from credit card and debit card issuers and processors); (jx) all DDAs (including all Deposit Accounts), Securities Accounts and Commodities Accounts (and all money, cash and Cash Equivalents, checks, other negotiable instruments, funds, evidences of payment, Commodities Contracts, Security Entitlements, Securities and other assets (including Financial Assets) contained in or credited to such DDAs, Deposit Accounts and Securities Accounts); (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; (xiii) all federal, state, provincial, municipal and other tax refunds or rebates; and (mxiv) to the extent not covered by clauses (ai) through (lxiii) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” and any defined term included in the definition of “Collateral” shall not include, any Excluded Property Property, and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor Each Pledgor hereby pledges and grants to the Collateral Agent for its benefit and Agent, for the benefit of the other Credit PartiesInvestors, as collateral security for the prompt and complete payment and performance when due of the Obligations, a lien on and first priority security interest in and to all of the such Pledgor’s right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time the following (collectively, the “Pledged Collateral”), including, without limitation:): (a) all AccountsEquity Interests; (b) all Goodssecurities, including Equipmentmoneys or property representing dividends or interest on any of the Equity Interests, Inventory or representing a distribution in respect of the Equity Interests, or resulting from a split-up, revision, reclassification or other like change of the Equity Interests or otherwise received in exchange therefor, and Fixturesany subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Equity Interests; (c) all Documentsany policy of insurance payable by reason of loss or damage to the Equity Interests, Instruments and Chattel Paperif any; (d) all Letters of Credit “accounts”, “general intangibles”, “instruments” and Letter-of-Credit Rights“Pledged Collateral” (in each case as defined in the UCC) constituting or relating to the foregoing; (e) all Securities CollateralProceeds of any of the foregoing property of Pledgor (including any proceeds of insurance thereon); (f) all Investment PropertyVoting Rights, claims, powers, privileges, benefits, options or rights of any nature whatsoever which currently exist or may be issued or granted by Issuer to Pledgor, and all instruments, whether heretofore or hereafter acquired, evidencing such rights and interests; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those other rights appurtenant to the property described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by foregoing clauses (a) through (lf); and (h) of this sentenceany stock certificates, all share certificates, limited liability company certificates, partnership certificates or other personal property of such Grantor, whether tangible certificates or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of instruments evidencing the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestif any.

Pledge; Grant of Security Interest. As (a) The Pledgors hereby grant an unconditional and irrevocable first priority pledge and security interest (the "Security Interest") to the Collateral Agent (acting in the name and on behalf of the Lenders) for the ratable benefit of the Lenders, in and to: (i) the Pledged JCSA Shares and (ii) the Pledged DCJ Shares, as collateral security for the payment due and timely payment, performance and satisfaction when due (whether at stated maturity, by acceleration or otherwise) of any and all obligations of any nature of DCJ arising from or in full of all connection with the Credit Agreement (collectively, the "Secured Obligations"). (b) For purposes of perfecting the Security Interest over the Pledged JCSA Shares and the Pledged DCJ Shares pursuant to paragraph II of Article 334 of the Law, each Grantor Pledgor hereby pledges and grants delivers to the Collateral Agent for its benefit (i) the share certificates evidencing such Pledgor's right, title and interest in and to each of (A) the Pledged JCSA Shares held by such Pledgor and (B) the Pledged DCJ Shares held by such Pledgor, in each case, duly endorsed "in pledge" ("en prenda") in favor of the Collateral Agent, for the ratable benefit of the Lenders, and (ii) copies of the entries made in the shares registry book (libro de registro de acciones) of each of the Issuing Companies, duly certified by the secretary of the board of directors of each of the Issuing Companies (in the form of Exhibit "C" hereto), evidencing that, on the date hereof, the Security Interest in and to the Pledged JCSA Shares and the Pledged DCJ Shares has been duly recorded in such shares registry books. (c) In accordance with Article 337 of the Law, the Pledgors and the Collateral Agent agree that this Agreement shall constitute a receipt (resguardo) by the Collateral Agent of the Pledged Shares. (d) The Pledgors hereby acknowledge and agree that any and all additional shares of any Issuing Company, or increases in the value of the Pledged JCSA Shares and/or the Pledged DCJ Shares, whether such shares or increases represent the fixed portion or the variable portion of the corporate capital of any such Issuing Company, to which any such Pledgor may subscribe in the future or any shares corresponding to the Pledged JCSA Shares and/or the Pledged DCJ Shares and issued as consequence of a capital increase, merger, spin-off, transformation or other Credit Partiesaction of any such Issuing Company (the "Additional Shares") will be considered for all legal purposes as pledged pursuant to this Agreement, and will be considered as part of the Pledged Shares. For such purposes and pursuant to paragraph II of Article 334 of the Law, the relevant Pledgor shall, within a lien on and period of 5 (five) Business Days after the corresponding capital increase, merger, spin-off, transformation or other action of any such Issuing Company (i) notify the Collateral Agent of the creation of a security interest in and to all such Additional Shares substantially in the form of Exhibit "D" hereof (the "Notice of Pledge over Additional Shares"); (ii) deliver to the Collateral Agent the share certificate or certificates evidencing such Pledgor's right, title and interest of in and to such Grantor inAdditional Shares, to and under all of such Grantor’s personal property and interests duly endorsed "in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time pledge" (collectively, the “Collateral”), including, without limitation: (a"en prenda") all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV favor of the Perfection Certificate; Collateral Agent, for the ratable benefit of the Lenders; and (iiii) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating deliver to the Collateral; and (m) to Collateral Agent a certificate issued by the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each secretary of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each board of directors of the foregoingrelevant Issuing Company, any and all proceeds substantially in the form of any insuranceExhibit "C" hereto, indemnitycertifying that, warranty or guaranty payable to on such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) abovedate, the security interest created by this Security Agreement shall not extend to, and on such Additional Shares has been duly registered in the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request stock registry book of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestrelevant Issuing Company.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, subject to the DIP Order(s), each Grantor hereby pledges and grants to the Collateral Agent Lender for its benefit and for the benefit of the other Credit Parties, Parties a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel Paper; (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section on Schedule IV of the Perfection Certificatehereto; (iix) all General Intangibles, including, without limitation, all Credit Card Receivables; (jx) all Deposit Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; (xiii) Bankruptcy Recoveries, but only: (A) the full amount of any such recovery or settlement thereof to the extent arising under section 549 of the Bankruptcy Code, and (B) all amounts necessary to reimburse the Lender for the amount of the Professional Fee Carve Out, if any, used to finance the pursuit of such recovery or settlement with respect to all Bankruptcy Recoveries ((A) and (B) being hereinafter defined as the “Specified Bankruptcy Recoveries”); (xiv) all owned real estate of the Grantors, all proceeds from the disposition of real estate, and all proceeds from the disposition of real estate leases (including, without limitation, all non-residential real property leases); provided that, with respect to the Grantors’ non-residential real property Leases, and notwithstanding anything to the contrary in the DIP Order(s) or any Loan Document, no Liens or encumbrances shall be granted on or extend to the Grantors’ real property Leases themselves, but rather, any such Liens granted shall extend only to the proceeds realized upon the sale, assignment, termination, or other disposition of such real property lease(s); and (mxv) to the extent not covered by the foregoing clauses (ai) through (l) of this sentencexiv), all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxv) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice Bankruptcy Recoveries other than Specified Bankruptcy Recoveries. Additionally, notwithstanding anything to the Collateral Agent identifying contrary contained in reasonable detail clauses (i) through (xv) above, the Excluded Property and security interests created by this Security Agreement shall provide be subject in all respects to the Collateral Agent such other information regarding BofA Interests (as defined in the Excluded Property as DIP Order(s)) in the Collateral Agent may reasonably requestDIP L/C Collateral.

Pledge; Grant of Security Interest. As collateral In order to induce the Issuing Bank to issue Letters of Credit and as security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, Pledgors hereby jointly and severally grants a lien on and security interest in and pledges to the Agent, for the ratable benefit of the Issuing Bank and the Banks, all of the such Pledgor’s present or future right, title and interest in and to the applicable Securities Account titled in the names of such Grantor in, to Pledgor and under all of such Grantor’s personal property one or more other Pledgors (each a “Securities Account” and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “CollateralSecurities Accounts”)) with Fleet National Bank (in such capacity, including, without limitation: (athe “Custodian”) described on Exhibit A attached hereto and made a part hereof and in any and all Accounts; (b) all Goods, including Equipment, Inventory of the property and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claimsassets, including, without limitation, those described the assets referred to in Section IV clauses (a) and (b) below, but only to the extent held in or registered or credited to the Securities Accounts (all such property and assets being collectively referred to as the “Collateral”): a. all of the Perfection Certificate; securities and other investment property and security entitlements with respect thereto and financial assets now or hereafter owned (whether in certificated or book-entry form or otherwise, and whether any such investment property, security entitlements or financial assets are based on securities, general intangibles or other property) by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest, including, without limitation all (i) time deposits issued by Fleet National Bank, repurchase agreements, money market funds and asset management accounts, (ii) securities commonly known as “commercial paper”, (iii) government securities defined as obligations of the United States Treasury and issues of United States agencies quoted daily in The Wall Street Journal or (iv) bonds issued by municipalities of the United States or corporate bonds; all General Intangibles;of the certificates and/or instruments (if any) representing or evidencing such securities or such other property; and all cash, securities dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed or distributable in the future in respect of or in exchange for any of all such securities or other property, b. any and all other property of such Pledgor now or hereafter owned, or in which such Pledgor may have or in the future may acquire an interest, in the possession or control of the Agent or any third party acting on its behalf (jincluding without limitation the Custodian), or otherwise, including but not limited to (i) any deposit or other balance of account standing to the credit of such Pledgor on the books of the Agent, regardless of whether for the express purpose of being used by the Agent as collateral security or for safekeeping or for any other or different purposes, including property in transit or covered or affected by documents in the Agent’s possession or control, (ii) rights to receive any security, interests or other property, (iii) all Deposit Accounts; cash and cash equivalents and all interest and other income therefrom and (k) all Supporting Obligations; (liv) all books and records relating pertaining to any of the Collateral; property referred to in this Section 2, and (m) to c. the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible proceeds and accessions and all Proceeds collateral security and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, guarantees given by any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time person with respect to any of the foregoing. Notwithstanding anything to the contrary contained property described in clauses (a) through and (mb) above, whether now or hereafter owned by such Pledgor or in which such Pledgor now has or at any time in the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, future may acquire any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestinterest.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV V of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) aboveabove or any other Loan Document, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property Property; provided, that if and when any property shall cease to be Excluded Property, a Security Interest in such property shall be deemed granted therein, without any further action by any Person. Each Grantor hereby represents and warrants that the Excluded Property, when taken as a whole, is not material to the business operations or financial condition of the Grantors, taken as a whole. The Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As Pledgor hereby grants, assigns, transfers, grants a security interest in, sets over and delivers unto Agent, for the ratable benefit of Lenders, as collateral security for the prompt and complete payment and performance in full when due (whether at stated maturity, by acceleration or otherwise), of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such GrantorPledgor’s personal property right, title and interests in such personal propertyinterest, wherever located, whether now owned or hereafter acquired and whether now existing or hereafter arising or acquired (all of which shall be collectively called the “Collateral”): (a) all future purchase price, subscription, and other payments and contributions, , in each case, in cash (“Gross Equity Issuance Proceeds”) from time to time the subscribers and stockholders (collectively, the “CollateralStockholders”) in exchange for each equity issuance by Pledgor (“Equity Issuance”), includingafter deduction of sales commissions of 10% of Gross Equity Issuance Proceeds and offering expenses of 3% of Gross Equity Issuance Proceeds (collectively, without limitation: the “Net Equity Issuance Proceeds”); provided, however, with respect to any subscription payments payable by any investor pursuant to the associated offering documents for Equity Interests in Pledgor (a“Shares”), such pledge shall not be deemed effective until Pledgor has accepted the subscription (consistent with Section 7(j) all hereof), which shall be no later than when such funds are deposited into the Accounts; and provided further that such pledge shall in no event apply to any reinvestment by Stockholders pursuant to the Pledgor’s distribution reinvestment plan; (b) Account No. 485001642419 at Bank of America (the “Depository”) and all Goodsdeposit and other accounts (the “Accounts”) of Pledgor wherever located into which the Gross Equity Issuance Proceeds shall be deposited, including Equipmentafter deduction and retention by DST Systems, Inventory Inc. (“DST”) of sales commissions of 8% of Gross Equity Issuance Proceeds and Fixtures;all cash, certificates, interest, dividends, deposits, deposit accounts, instruments, credits, investments, claims, contract rights, chattel paper (whether tangible or electronic), money market certificates, repurchase agreements, savings instruments, securities, securities entitlements, investment property, commercial paper, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), payment intangibles, and general intangibles at any time and from time to time now or hereafter related to the Net Equity Issuance Proceeds which are Collateral and all such property received, receivable or otherwise distributed in respect of, in substitution or in exchange for, or in replacement of the foregoing, and all supporting obligations; and (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses ; provided that (a) through (m) aboveso long as no Event of Default then exists, the security interest created Collateral may be withdrawn by this Security Agreement shall not extend to, Pledgor from the Accounts and after such permitted withdrawal the term “Collateral” shall not includeinclude any investment or transfer of any cash so withdrawn to any direct or indirect Subsidiary of Pledgor or to Borrower or the proceeds thereof, any Excluded Property (b) for avoidance of doubt, Collateral shall in no event include amounts that are withdrawn from Accounts and contributed to either Borrower or a taxable REIT subsidiary of Pledgor, regardless of whether such amounts would otherwise constitute Gross or Net Equity Issuance Proceeds (or Proceeds thereof), unless such amounts are withdrawn in violation of the Grantors Credit Agreement while an Event of Default is in existence, and (c) Agent’s rights to withdraw funds from the Accounts shall be limited to the Net Equity Issuance Proceeds contained therein from time to time at time. Agent acknowledges and agrees that the request retention by DST of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and its 8% sales commission referenced shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestnot be deemed a violation of this Agreement.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges pledges, collaterally assigns and grants to the Collateral Agent its successors and permitted assigns, for its benefit and on behalf of and for the ratable benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel Paper; (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Information Certificate; (iix) all General Intangibles, including, without limitation, payment intangibles; (jx) all Deposit Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; and (mxiii) to the extent not covered by clauses (ai) through (lxii) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing (including, without limitation, all Proceeds of any Real Estate) and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Each category of Collateral set forth above shall have the meaning set forth in the UCC (to the extent such term is defined in the UCC), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any (x) Excluded Property or (y) any property subject to an exclusive lien solely to the extent permitted under clause (c) of the definition of Permitted Indebtedness set forth in the Credit Agreement, and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for Each of the payment and performance in full of all the Secured Obligations, each Grantor Pledgors hereby pledges and grants to the Collateral Agent for its benefit and for the ratable benefit of the other Credit PartiesLenders, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Debt, a lien on and first priority security interest in all of each Pledgor's right, title and interest to the following: (i) all Pledged Interests; and (ii) all right, title, interest, claims or rights of each Pledgor now or hereafter in, to or against the Pledged Borrowers (including, without limitation, each Pledgor's ownership interest in the Pledged Borrowers, the interest of each Pledgor in and to the Organizational Documents, any and all certificates evidencing such ownership interest, the capital of the Pledged Borrowers, and the property and assets of the Pledged Borrowers and any rights pertaining thereto), together with any and all other securities, cash, certificates or other property, option or right in respect of, in addition to or substitution or exchange for any of the foregoing, or other property at any time and from time to time receivable or otherwise distributed in respect of or in exchange for all or any thereof; and (iii) all securities, moneys or property representing dividends or interest on any of the Collateral, or representing a distribution in respect of the Collateral, or resulting from a split-up, revision, reclassification or other like change of the Collateral or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Collateral; and (iv) any and all profits, proceeds, accounts, income, distributions, payments upon dissolution or liquidation of the Pledged Borrowers, or the sale, financing or refinancing of any of the property or assets of any of the Pledged Borrowers, proceeds of a casualty or condemnation, return of capital, repayment of loans, and payments of any kind or nature whatsoever, now or hereafter distributable or payable by any of the Pledged Borrowers or any partner, member or shareholder of any of the Pledged Borrowers to any Pledgor, by reason of any Pledgor's interest in any of the Pledged Borrowers or otherwise, or now or hereafter distributable or payable to any Pledgor from any other source by reason of any Pledgor being a partner, member or shareholder in any of the Pledged Borrowers, or on account of any interest in or claim or rights against any of the Pledged Borrowers held by any Pledgor, or by reason of services performed by any Pledgor for or on behalf of any of the Pledged Borrowers or with respect to the assets of any of the Pledged Borrowers and any and all proceeds from any Transfer, assignment or pledge of any interest of any Pledgor in, or claim or right against, any of the Pledged Borrowers (regardless of whether such Transfer, assignment or pledge is permitted under the terms hereof or the other Loan Documents), and any and all claims, choses in action or things in action now or hereafter arising against any of the Pledged Borrowers; and (v) all "accounts" and "general intangibles" (as such terms are defined in the Code) now or hereafter arising from any of the foregoing; and (vi) all promissory notes or other documents or instruments now or hereafter evidencing or securing any of the foregoing; and (vii) all right of any Pledgor to collect and enforce payments distributable or payable by any of the Pledged Borrowers or any member, partner or shareholder of any of the Pledged Borrowers to any Pledgor pursuant to the terms of the Organizational Documents; and (viii) all right, title and interest of such Grantor each of the Pledgors in, to and under all any policy of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing insurance payable by reason of loss or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating damage to the Collateral; and (mix) all documents, writings, leases, books, files, records, computer tapes, programs, ledger books and ledger pages arising from or used in connection with any of the foregoing; and (x) all renewals, extensions, additions, substitutions or replacements of any of the foregoing; and (xi) all powers, options, rights, privileges and immunities pertaining to any of the extent not covered by clauses foregoing; and (axii) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each any of the foregoing and all accessions tocash, substitutions and replacements for, and rents, profits and products of, each security or other property distributed on account of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoingforegoing (including, without limitation, any proceeds of insurance thereon). Notwithstanding anything All of the foregoing described in this Section 2 are hereinafter referred to collectively as the contrary contained "Collateral". The items described in clauses (ai) through (m) aboveiii), above (together with subsequent items in Section 2 above pertaining thereto), are sometimes hereinafter referred to as the security interest created by this Security Agreement shall not extend to, "Pledged Equity Interests"; and the term “Collateral” shall not includeitems described in (iv) and (v) above (together with the subsequent items in Section 2 above pertaining thereto), any Excluded Property and the Grantors shall from time are sometimes hereinafter referred to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property collectively as the Collateral Agent may reasonably request"Distributions".

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request; provided, however, that if and when any property shall cease to be Excluded Property, a Lien on a security in such property shall be deemed granted therein.

Pledge; Grant of Security Interest. As collateral security for To secure the prompt payment and performance in full to the Collateral Agent and each other Class B Secured Party of all the Secured Class B Obligations, each Grantor Pledgor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of itself and the other Credit PartiesClass B Secured Parties whom Class B Obligations are owed, a lien on and second priority security interest (subject to the terms and conditions of the Intercreditor Agreement) in and to all of Lien on the rightfollowing Class B Collateral, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now owned or existing or hereafter created, acquired or arising or acquired and wheresoever located (collectively, the "PLEDGED COLLATERAL"): (a) the Pledged Stock set forth on Schedule II hereto and the certificates representing the Pledged Stock, and all dividends, cash, instruments and other property from time to time (collectivelyreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the “Collateral”), including, without limitation: (a) all AccountsPledged Stock; (b) the Pledged Debt set forth on Schedule III hereto and the notes and instruments evidencing the Pledged Debt, and all Goodspayments of principal or interest, including Equipmentcash, Inventory note, instruments and Fixturesother property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (c) all Documentsadditional shares of capital stock and other equity interests constituting Pledged Stock from time to time acquired by any Pledgor in any manner and the certificates representing such additional Pledged Stock, Instruments and Chattel Paper;all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional Pledged Stock; and (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor additional indebtedness constituting Pledged Debt from time to time with respect owed to any of Pledgor and the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend tonotes and instruments evidencing such additional Pledged Debt, and the term “Collateral” shall not includeall payments of principal, any Excluded Property interest, cash, instruments and the Grantors shall other property from time to time at the request received, receivable or otherwise distributed in respect of the Collateral Agent give written notice to the Collateral Agent identifying or in reasonable detail the Excluded Property and shall provide to the Collateral Agent exchange for any or all of such other information regarding the Excluded Property as the Collateral Agent may reasonably requestadditional Pledged Debt.

Pledge; Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) by EME Homer City of all the Secured EME Homer City's Leveraged Lease Obligations, each Grantor the Pledgor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, Secured Parties a lien on pledge of and a first priority continuing security interest in and to in, all of the Pledgor's right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal the following property, wherever located, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter arising coming into existence (all being collectively referred to herein as the "COLLATERAL"): (1) all shares of capital stock of MEW (the "PLEDGED SHARES"), the certificates representing the Pledged Shares, and all cash dividends, stock dividends, cash, instruments, chattel paper, warrants, options and other rights, property or acquired proceeds and products from time to time (collectivelyreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the “Collateral”), including, without limitation: (a) all AccountsPledged Shares now or hereafter owned by the Pledgor; (b2) additional shares of capital stock of MEW at any time acquired by the Pledgor whether by stock split, stock dividend, transfer, new issuance or any other manner (any such additional shares or membership interests shall constitute part of the Pledged Shares) whether voting or non-voting, and all Goodssecurities convertible into and warrants, including Equipmentoptions and other rights to acquire any shares of capital stock of MEW, Inventory and Fixturesthe certificates or other instruments representing such additional shares, warrants, options or rights, and all cash dividends, stock dividends, cash, instruments, chattel paper, and any other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (c3) all Documentsother claims of any kind or nature, Instruments and Chattel Paperany instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by Pledgor in respect of any or all of the foregoing against MEW; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l4) all books and records relating to any of the Collateral; andforegoing; (m5) all interests in substitution for or in addition to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each any of the foregoing, any certificates representing or evidencing such interests, and all proceeds of cash, securities, distributions and other property at any insurance, indemnity, warranty or guaranty payable to such Grantor time and from time to time with received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and (6) all Proceeds of and to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request property of the Collateral Agent give written notice to Pledgor described in the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestpreceding clauses of this Section.

Pledge; Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) by EME Homer City of all the Secured EME Homer City's Leveraged Lease Obligations, each Grantor the Pledgor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, Secured Parties a lien on pledge of and a first priority continuing security interest in and to in, all of the Pledgor's right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal the following property, wherever located, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter arising coming into existence (all being collectively referred to herein as the "Collateral"): (1) all shares of capital stock of MEW (the "Pledged Shares"), the certificates representing the Pledged Shares, and all cash dividends, stock dividends, cash, instruments, chattel paper, warrants, options and other rights, property or acquired proceeds and products from time to time (collectivelyreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the “Collateral”), including, without limitation: (a) all AccountsPledged Shares now or hereafter owned by the Pledgor; (b2) additional shares of capital stock of MEW at any time acquired by the Pledgor whether by stock split, stock dividend, transfer, new issuance or any other manner (any such additional shares or membership interests shall constitute part of the Pledged Shares) whether voting or non-voting, and all Goodssecurities convertible into and warrants, including Equipmentoptions and other rights to acquire any shares of capital stock of MEW, Inventory and Fixturesthe certificates or other instruments representing such additional shares, warrants, options or rights, and all cash dividends, stock dividends, cash, instruments, chattel paper, and any other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (c3) all Documentsother claims of any kind or nature, Instruments and Chattel Paperany instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by Pledgor in respect of any or all of the foregoing against MEW; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l4) all books and records relating to any of the Collateral; andforegoing; (m5) all interests in substitution for or in addition to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each any of the foregoing, any certificates representing or evidencing such interests, and all proceeds of cash, securities, distributions and other property at any insurance, indemnity, warranty or guaranty payable to such Grantor time and from time to time with received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and (6) all Proceeds of and to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request property of the Collateral Agent give written notice to Pledgor described in the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestpreceding clauses of this Section.

Pledge; Grant of Security Interest. As The Pledgor hereby delivers to the General Administrative Agent, for the ratable benefit of the Lenders, all the Pledged Stock and hereby grants to General Administrative Agent, for the ratable benefit of the Agents and the Lenders, a first priority security interest in the following (collectively, the "COLLATERAL") as collateral security for the prompt and complete payment and performance in full of all when due (whether at the Secured Obligationsstated maturity, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit by acceleration or otherwise) of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitationObligations: (a) all Accountsof the Initially Pledged Stock, including without limitation, the shares of capital stock of Safety-Kleen delivered to the General Administrative Agent or its agent by the Exchange Agent pursuant to instructions of the Pledgor contained in the Exchange Agent Agency Agreement and all Book-Entry Shares (as hereinafter defined); (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort ClaimsAdditional Pledged Stock from time to time acquired by the Pledgor in any manner, including, without limitation, those described in Section IV of by the Perfection Certificatebook-entry delivery thereof; (ic) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating the certificates representing the shares referred to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through and (mb) above, the security interest created by this Security Agreement shall not extend to, ; and (d) all rights and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request privileges of the Collateral Agent give written notice Pledgor with respect to the Collateral Agent identifying Pledged Stock, all Proceeds of the Pledged Stock, all income and profits therefrom and all property received in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestaddition thereto or in exchange or substitution therefor.

Pledge; Grant of Security Interest. As collateral security for (a) In order to secure the full and prompt payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Obligationsobligations under the Credit Agreement, each Grantor (and which Lakeland hereby acknowledges and recognizes for all legal purposes), Qualytextil hereby unconditionally and irrevocably pledges and grants to the Collateral Agent for Bank all its benefit and for inventory in all of its forms as described in Annex II, located at the benefit of the other Credit Partiesplaces specified therein (each, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “CollateralLocation”), ) including, without limitation: , (ai) all Accountsraw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which Qualytextil has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which Qualytextil has an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by Qualytextil, and all accessions thereto and products thereof and documents therefore (any and all such property being the "Inventory"); (b) Furthermore, Qualytextil agrees with the creation of a security in favor of the Bank, regarding other goods owned by Qualytextil, in substitution for any good that belongs to the Inventory that had been sold during the term of this Agreement, in whole or in part (the “Substitute Goods”), as security for all Goodspresent and future debts of Lakeland and all payments of any nature due to the Bank. For this purpose, including Equipmentevery six (6) months, Qualytextil undertakes to send to the Bank a notice, substantially in the form of Annex III hereto (the “Notice of Pledge”), specifying the products in the Inventory which were sold during this period and Fixtures;that were substituted. (c) Notwithstanding the Notice of Pledge above stated, since the moment of sale of any product in the Inventory as described in Annex II, the Substitute Goods shall forthwith be subject to all Documentsof the clauses, Instruments terms and Chattel Paper;conditions of this Pledge Agreement. (d) all Letters In case of Credit Substitute Goods as stated in Section 1.01.(b) above, each three (3) Notices of Pledge delivered by Qualytextil to the Bank , the Parties shall promptly (i) execute an amendment to this Agreement (the “Amendment”) in order to extend the lien created hereunder to such Substitute Goods, and Letter-of-Credit Rights(ii) provide the required filings and register the pledge of such Substitute Goods in accordance with the provisions of Section 1.01. hereof or take such other actions as may otherwise be required by applicable law to extend such lien; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort ClaimsThe Inventory pledged hereunder, including, without limitation, those described including the Substitute Goods to be pledged shall remain in Section IV the possession of Qualytextil until the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds sale of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestits products.

Pledge; Grant of Security Interest. As collateral security for (a) In order to secure the full and prompt payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of the Company under the Nortel Note Purchase Agreement and any Note issued thereunder and of all obligations and liabilities of the Company to the Secured Parties, which may arise under, out of, or in connection with, the Nortel Note Purchase Agreement, the Common Terms Agreement, or any other Note Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Parties that are required to be paid by the Company pursuant to the terms of the Nortel Note Purchase Agreement, the Common Terms Agreement and any other Note Document) (the "Obligations"), each Grantor and all obligations of the Company to the Proceeds Collateral Agent or Secured Parties created under this Account Pledge Agreement (such obligations together with the Obligations being collectively referred to as the "Secured Obligations"), which for the purposes of Article 761 of the Brazilian Civil Code, are estimated to Proceeds Account Pledge Agreement (Nortel NPA) be in (but expressly not limited to) the principal amount of up to US$1,019,000,000, equivalent on the date hereof to R$1,875,673,300, with original final maturity on July 1, 2012 (subject to mandatory and optional repurchase and acceleration thereunder) or as otherwise provided for in the Nortel Note Purchase Agreement, the Common Terms Agreement or the Notes the Company hereby pledges and grants the Pledged Assets to the Proceeds Collateral Agent for its benefit and for the benefit of the other Credit Secured Parties, a lien on and security interest in and pursuant to all the provisions of Articles 271 to 279 of the right, title Brazilian Commercial Code and interest Article 768 et seq. of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts;Brazilian Civil Code. (b) The Company shall establish a special, segregated, restricted and irrevocable investment account which shall be maintained, at all Goodstimes until the termination of this Account Pledge Agreement (the "Proceeds Account"), including Equipmentin the exclusive possession and control of the Fund Administrator, Inventory and Fixtures;which shall at all times be subject to this Account Pledge Agreement, the Nortel Note Purchase Agreement and the Common Terms Agreement. (c) all DocumentsAll funds from the Initial Issuance of Notes and any funds otherwise to be deposited in the Proceeds Account in accordance with the terms of this Account Pledge Agreement, Instruments the Nortel Note Purchase Agreement and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described the Common Terms Agreement shall immediately be applied to the investment by the Company in Section IV quotas of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products offunds listed in Exhibit 1 hereto, each of which shall be an exclusive investment mutual fund (fundo de investimento financeiro exclusivo) having the foregoing, any Fund Administrator as non-discretionary exclusive administrator and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any having the Fund Manager as exclusive manager of the foregoing. Notwithstanding anything to the contrary contained in clauses Fund's portfolio (a) through (m) aboveeach, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requesta "Fund").

Pledge; Grant of Security Interest. As collateral The Grantor, as security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration, by demand or otherwise) of all the Secured ObligationsObligations of the Grantor, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and Agent, for the benefit of the other Credit PartiesLenders and the Lenders' Agent as hereinafter provided, a lien on and security interest in and to all of the Grantor's right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal the following property, wherever located, whether now owned by the Grantor or hereafter acquired and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitationcoming into existence: (a) all the Collateral Accounts; ; (b) all Goodsthe Securities credited from time to time to the Securities Collateral Account (the"Pledged Securities"), including Equipment, Inventory and Fixtures; (c) all Documentsshares, Instruments securities, moneys or property representing a dividend on any of the Pledged Securities, or representing a distribution or return of capital upon or in respect ofthe Pledged Securities, or resulting from a split-up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and Chattel Paper; any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities, (d) all Letters of Credit Cash deposited or held from time to time in the Cash Collateral Account; and Letter-of-Credit Rights; (e) all Securities Collateral; Proceeds of any of the Property of the Grantor described in the preceding clauses of this Section 3.01 (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described all causes of action, claims and warranties now or hereafter held by the Grantor in Section IV respect of any of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentenceitems listed above), all interest on or other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of income from the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor Cash from time to time on deposit in the Collateral Accounts, all collections and distributions with respect to any of the foregoing. Notwithstanding anything Pledged Securities and, to the contrary contained extent related to any property described in said clauses (a) through (m) aboveor such proceeds, the security interest created by this Security Agreement shall not extend toall books, correspondence, credit files, records and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestpapers.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each the Grantor hereby pledges and grants to the Collateral Agent Lender for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such the Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel Paper; (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV V of the Perfection Certificate; (iix) all General Intangibles; (jx) all Deposit Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; and (mxiii) to the extent not covered by clauses (ai) through (lxii) of this sentence, all other personal property of such the Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such the Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors Grantor shall from time to time at the request of the Collateral Agent Lender give written notice to the Collateral Agent Lender identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent Lender such other information regarding the Excluded Property as the Collateral Agent Lender may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s the following personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitationconsisting of the following: (a) all Accounts; (b) all Goods, including Equipment, Inventory and FixturesInventory; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit RightsIntellectual Property; (e) all Securities CollateralDeposit Accounts (and all cash, checks and other negotiable instruments, funds and other evidences of payment held therein); (f) all Investment PropertyMoney; (g) all Intellectual Property CollateralPrescription Files; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection CertificateRelated Collateral; (i) all General Intangibles;books and records and documents relating to the Collateral (including databases, customer lists and other records, whether tangible or electronic, which contain any information relating to any of the foregoing); and (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insuranceinsurance (including proceeds of business interruption and other insurance claims against third parties), indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (mi) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property Assets and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property Assets and shall provide to the Collateral Agent such other information regarding the Excluded Property Assets as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel Paper; (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV V of the Perfection CertificateCertificate (if any); (iix) all General Intangibles; (jx) all Deposit Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; and (mxiii) to the extent not covered by clauses (ai) through (lxii) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the Agent and the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel Paper; (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV 13 of the Perfection Information Certificate; (iix) all General Intangibles; (jx) all Deposit Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; and (mxiii) to the extent not covered by clauses (ai) through (lxii) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” and any defined term included in the definition of “Collateral” shall not include, any Excluded Property Property, and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for (a) To secure the due and punctual payment and performance in full of all the Secured Obligations, each Grantor the Pledgor hereby pledges pledges, assigns, hypothecates, transfers, sets over and delivers unto Secured Party, and hereby grants to the Collateral Agent for its benefit and for the benefit of the other Credit PartiesSecured Party a first priority perfected Security Interest in, a lien on and security interest in and to all of the right, title and interest of such Grantor the Pledgor in, to and under all of such Grantor’s personal the following property and interests in such personal property, wherever located, whether now or hereafter existing, owned, licensed, leased, consigned, arising or acquired: (i) The Rochdale SUBI Certificate, the beneficial interest in the Rochdale SUBI Assets represented thereby (regardless of whether the aggregate value of the foregoing exceeds the amount due to Secured Party under the Note) and any related rights, authority, powers and privileges of the holder thereof under the Related Documents (including all covenants and warranties in favor of Pledgor and all other rights and remedies of Pledgor under the Rochdale SUBI Supplement) and all payments and distributions thereunder of whatever kind or character and whether now existing in cash or hereafter arising other property, at any time made or acquired from distributable to Pledgor thereunder or in respect thereof, whether due or to become due, including, without limitation, the immediate and continuing right of Pledgor to receive and collect all amounts and any other payments and the right of Pledgor to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, waiver or approval or to consent to any amendment, modification or waiver or to make any claims or demands under or to take any other action provided under or in respect of any of the Related Documents, including all the rights and powers of Pledgor to terminate such agreements and exercise all rights and remedies thereunder, including, without limitation, the commencement, conduct and consummation of legal, administrative and other proceedings as permitted thereunder or by law or in equity; (ii) The Collection Account and any other deposit account opened and maintained for the Rochdale SUBI in accordance with the Rochdale SUBI Supplement or any other Related Document; and (iii) All present and future rights, claims, demands and causes of action in respect of any or all of the foregoing and all rents, issues, profits, revenues or other payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, and all rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time to time constitute all or part of or are included in the products and proceeds of any of the foregoing (collectivelythe property described in the foregoing clauses (i) through (iii), the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby ratifies, affirms, pledges and grants to the Collateral Agent Lender for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of any notice provided by a Grantor to the Perfection CertificateLender pursuant to SECTION 3.4(e); (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestProperty.

Pledge; Grant of Security Interest. As collateral security for (a) In order to secure the full and prompt payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and liabilities of the Company under the Qualcomm/Ericsson Note Purchase Agreement and any Note issued thereunder and of all obligations and liabilities of the Company to the Secured Parties, which may arise under, out of, or in connection with, the Qualcomm/Ericsson Note Purchase Agreement, the Common Terms Agreement, or any other Note Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Parties that are required to be paid by the Company pursuant to the terms of the Qualcomm/Ericsson Note Purchase Agreement, the Common Terms Agreement and any other Note Document) (the "Obligations"), each Grantor and all obligations of the Company to the Proceeds Collateral Agent or Secured Parties created under this Account Pledge Agreement (such obligations together with the Obligations being collectively referred to as the "Secured Obligations"), which, for the purposes of Article 761 of the Brazilian Civil Code, are estimated to be in (but expressly not limited to) the principal amount of up to US$1,019,000,000, equivalent on the date hereof to R$ [o], with original final maturity on July 1, 2012 (subject to mandatory and optional repurchase and acceleration thereunder) or as otherwise provided for in the Qualcomm/Ericsson Note Purchase Agreement, the Common Terms Agreement or the Notes, the Company hereby pledges and grants the Pledged Assets to the Proceeds Collateral Agent for its benefit and for the benefit of the other Credit Secured Parties, a lien on and security interest in and pursuant Proceeds Account Pledge Agreement (Qualcomm/Ericsson NPA) 8 95 to all the provisions of Articles 271 to 279 of the right, title Brazilian Commercial Code and interest Article 768 et seq. of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts;Brazilian Civil Code. (b) To the extent funds from the initial Issuance (as defined in the Qualcomm/Ericsson Note Purchase Agreement) of Notes or the proceeds thereof are not applied pursuant to clause (c) below, the Company shall establish a special, segregated, restricted and irrevocable cash account (conta vinculada) which shall be maintained, at all Goodstimes until the termination of this Account Pledge Agreement (the "Proceeds Account"), including Equipmentin the exclusive possession and control of the Fund Administrator, Inventory and Fixtures;which shall at all times be subject to this Account Pledge Agreement, the Qualcomm/Ericsson Note Purchase Agreement and the Common Terms Agreement. (c) all DocumentsAll funds from the initial Issuance (as defined in the Qualcomm/Ericsson Note Purchase Agreement) of Notes and any funds otherwise to be deposited in the Proceeds Account in accordance with the terms of this Account Pledge Agreement, Instruments the Qualcomm/Ericsson Note Purchase Agreement and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described the Common Terms Agreement shall immediately be applied to the investment by the Company in Section IV quotas of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products offunds listed in Exhibit 1 hereto, each of which shall be an exclusive investment mutual fund (fundo de investimento financeiro exclusivo) having the foregoingFund Administrator as non-discretionary exclusive administrator and manager (each, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requesta "Fund").

Pledge; Grant of Security Interest. (a) As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor the Pledgor hereby pledges transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Pledgee, and grants to the Collateral Agent for its benefit and Pledgee for the ratable benefit of the other Credit PartiesNoteholders, a lien on and first priority security interest in (i) the shares of capital stock listed on Schedule I (if any) and to any shares of stock of any Company obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"), (ii) all of the rightPledgor's partnership interests and related rights described in Schedule II and any partnership interests or other equity interests in any Company obtained in the future by the Pledgor (the "Pledged Interests"), title and interest of such Grantor in, (iii) all other property (including any security entitlements) that may be delivered to and under held by the Pledgee pursuant to the terms hereof, (iv) subject to Section 6 hereof, all payments of such Grantor’s personal property dividends and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claimsdistributions, including, without limitation, those all cash, instruments, securities, security entitlements, investment property and other property, from time to time received, receivable or otherwise paid or distributed, in respect of, or in exchange for or upon the conversion of the securities and other property referred to in clauses (i), (ii) or (iii) above, (v) subject to Section 6 hereof, all rights and privileges of the Pledgor with respect to the securities (including any security entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all custodial accounts, securities accounts or other safekeeping accounts in which any of the foregoing property (and any property described in Section IV the following clause (vii)) may be deposited or held in, and any security entitlements or other rights relating thereto, and (vii) all proceeds of any of the Perfection Certificate;foregoing (the items referred to in clauses (i) through (vii) above being collectively referred to as the "Collateral"). The Pledgee acknowledges that the security interest in the collateral granted herein ranks equally and pari passu with the security interest in favor of the Collateral Agent (as defined in the Revolving Credit Agreement) pursuant to the Pledge Agreement (as defined in the Revolving Credit Agreement) and the rights of the Trustee and the Collateral Agent with respect to the Collateral shall be subject to the terms and conditions of the Intercreditor Agreement. (b) Upon delivery to the Pledgee, any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Pledgee, a duly executed acknowledgment and consent in the form of Exhibit A hereto from each of the Companies listed on Schedule I hereto and by such other instruments and documents as the Pledgee may request. Without limiting this Section 2(b), (i) all General Intangibles; other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Pledgee may request, and (jii) all Deposit Accounts; (k) all Supporting Obligations; (l) all books upon the grant of a security interest in partnership interests or other equity interests in any Person now or hereafter included in the Collateral, there shall be executed and records relating delivered to the Collateral; and Pledgee such instruments of consent, waiver and recognition, from the issuer and other equity holders thereof (mhaving provisions comparable to the Consent, Waiver and Recognition Agreement in the form of Exhibit B hereto) and such other instruments and documents (including Uniform Commercial Code financing statements duly executed in proper form for filing in such offices as the Pledgee shall require) as the Pledgee may request. Each delivery of Pledged Securities and each such grant of a security interest shall be accompanied by a schedule describing the securities, security entitlements, investment property and equity interests theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I or Schedule II, as applicable, and made a part hereof (provided that the failure to deliver any such schedule shall not impair the security interest hereunder of the Pledgee in any Pledged Securities or Pledged Interests). Each schedule so delivered (except to the extent not covered by clauses (ain error) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, shall supercede any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestprior schedules so delivered.

Pledge; Grant of Security Interest. As collateral security for (a) In order to secure the full and prompt payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of all of the Secured Obligations, each which for the purposes of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002 (“the Brazilian Civil Code”), are described in Schedule A hereto (and which the Grantor hereby acknowledges and recognizes for all legal purposes), and all of the obligations of the Grantor hereunder, the Grantor hereby pledges and grants to the Collateral Agent for its benefit and Agent, for the benefit of the other Credit Secured Parties, a lien on and security interest in and hereby represented by the Collateral Agent, pursuant to all the provisions of Articles 1,431 et seq. (including Article 1,451) of the rightBrazilian Civil Code, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and the following assets (whether now existing or hereafter arising or acquired from time to time (collectivelyacquired, the “CollateralPledged Assets”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate;): (i) all General Intangibles; its credit rights against the Banks listed in Exhibit 1 (jthe “Existing Account Banks”) with respect to (x) each of the accounts listed in Exhibit 1 hereto (each, an “Existing Pledged Account”), in which the Grantor shall deposit or cause to be deposited amounts received or receivable by the Grantor in the course of its activities, (y) all Deposit interest, dividends and other income derived from such balances and funds and (z) all moneys and cash equivalents held in or for such Existing Pledged Accounts; (kii) all Supporting Obligationsits credit rights against any bank or financial institution (together with the Existing Account Banks, the “Account Banks”) with respect to (x) any accounts the Grantor may hold with any Account Bank (together with the Existing Pledged Account the “Pledged Accounts”), in which the Grantor shall deposit or cause to be deposited any amounts received or receivable by the Grantor in the course of its activities, (y) all interest, dividends and other income derived from such balances and funds and (z) all moneys and cash equivalents held in or for such Pledged Accounts; (liii) all books investments made with such funds and records relating to all interest, dividends and other property received, receivable or otherwise distributed in respect of such investments and deposited in the CollateralPledged Accounts; and (miv) to the extent not covered by clauses (a) through (l) of this sentenceincluded in the foregoing, all other personal property of such Grantor, whether tangible or intangible and all Proceeds proceeds and products of each the property referred to in clauses (i), (ii) and (iii), including all interest, dividends, premiums and other income derived from any such funds and investments and whatever is received upon any collections on, or exchange, sale or other disposition of any of such property, whether cash or non-cash proceeds, and any and all other amounts paid or payable under or in connection with any of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurancedocuments or instruments related thereto. (b) Each Pledged Account has been or shall be, indemnityas the case may be, warranty established by the Grantor as a restricted account (conta vinculada) with the relevant Account Bank (meaning that the relevant Account Bank has been or guaranty payable shall be notified that the account operation is restricted pursuant to such Grantor from time to time with respect to any the terms of the foregoing. Notwithstanding anything Notification, as defined in Section 6(a) below). (c) Upon the occurrence of an Enforcement Event and while it is continuing the Grantor shall deposit, or cause to be deposited, into the contrary contained in clauses (a) through (m) above, Pledged Accounts any and all amounts received or kept by the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestGrantor.

Pledge; Grant of Security Interest. As collateral security for (a) In order to secure the full and prompt payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of all of the Secured Obligations, each which for the purposes of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002 (“the Brazilian Civil Code”), are described in Schedule Ahereto (and which the Grantor hereby acknowledges and recognizes for all legal purposes), and all of the obligations of the Grantor hereunder, the Grantor hereby pledges and grants to the Collateral Agent for its benefit and Agent, for the benefit of the other Credit Secured Parties, a lien on and security interest in and hereby represented by the Collateral Agent, pursuant to all the provisions of Articles 1,431 et seq. (including Article 1,451) of the rightBrazilian Civil Code, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and the following assets (whether now existing or hereafter arising or acquired from time to time (collectivelyacquired, the “CollateralPledged Assets”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate;): (i) all General Intangibles; its credit rights against the Banks listed in Exhibit 1 (jthe “Existing Account Banks”) with respect to (x) each of the accounts listed in Exhibit 1 hereto (each, an “Existing Pledged Account”), in which the Grantor shall deposit or cause to be deposited amounts received or receivable by the Grantor in the course of its activities, (y) all Deposit interest, dividends and other income derived from such balances and funds and (z) all moneys and cash equivalents held in or for such Existing Pledged Accounts; (kii) all Supporting Obligationsits credit rights against any bank or financial institution (together with the Existing Account Banks, the “Account Banks”) with respect to (x) any accounts the Grantor may hold with any Account Bank (together with the Existing Pledged Account the “Pledged Accounts”), in which the Grantor shall deposit or cause to be deposited any amounts received or receivable by the Grantor in the course of its activities, (y) all interest, dividends and other income derived from such balances and funds and (z) all moneys and cash equivalents held in or for such Pledged Accounts; (liii) all books investments made with such funds and records relating to all interest, dividends and other property received, receivable or otherwise distributed in respect of such investments and deposited in the CollateralPledged Accounts; and (miv) to the extent not covered by clauses (a) through (l) of this sentenceincluded in the foregoing, all other personal property of such Grantor, whether tangible or intangible and all Proceeds proceeds and products of each the property referred to in clauses (i), (ii) and (iii), including all interest, dividends, premiums and other income derived from any such funds and investments and whatever is received upon any collections on, or exchange, sale or other disposition of any of such property, whether cash or non-cash proceeds, and any and all other amounts paid or payable under or in connection with any of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurancedocuments or instruments related thereto. (b) Each Pledged Account has been or shall be, indemnityas the case may be, warranty established by the Grantor as a restricted account (conta vinculada) with the relevant Account Bank (meaning that the relevant Account Bank has been or guaranty payable shall be notified that the account operation is restricted pursuant to such Grantor from time to time with respect to any the terms of the foregoing. Notwithstanding anything Notification, as defined in Section 6(a) below). (c) Upon the occurrence of an Enforcement Event and while it is continuing the Grantor shall deposit, or cause to be deposited, into the contrary contained in clauses (a) through (m) above, Pledged Accounts any and all amounts received or kept by the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestGrantor.

Pledge; Grant of Security Interest. As collateral security for To secure the due and punctual payment and performance in full of all the Secured Obligations, each Grantor the Pledgor hereby pledges pledges, assigns, hypothecates, transfers, sets over and delivers unto Secured Party, and hereby grants to the Collateral Agent for its benefit and for the benefit of the other Credit PartiesSecured Party a first priority perfected Security Interest in, a lien on and security interest in and to all of the right, title and interest of such Grantor the Pledgor in, to and under all of such Grantor’s personal the following property and interests in such personal property, wherever located, whether now or hereafter existing, owned, licensed, leased, consigned, arising or acquired: (i) The Rochdale SUBI Certificate, the beneficial interest in the Rochdale SUBI Assets represented thereby (regardless of whether the aggregate value of the foregoing exceeds the amount due to Secured Party under the Note) and any related rights, authority, powers and privileges of the holder thereof under the Related Documents and the Transaction Documents (including all covenants and warranties in favor of Pledgor and all other rights and remedies of Pledgor under the Rochdale SUBI Supplement) and all payments and distributions thereunder of whatever kind or character and whether now existing in cash or hereafter arising other property, at any time made or acquired from distributable to Pledgor thereunder or in respect thereof, whether due or to become due, including, without limitation, the immediate and continuing right of Pledgor to receive and collect all amounts and any other payments and the right of Pledgor to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, waiver or approval or to consent to any amendment, modification or waiver or to make any claims or demands under or to take any other action provided under or in respect of any of the Related Documents or the Transaction Documents, including all the rights and powers of Pledgor to terminate such agreements and exercise all rights and remedies thereunder, including, without limitation, the commencement, conduct and consummation of legal, administrative and other proceedings as permitted thereunder or by law or in equity; (ii) The Collection Account and any other deposit account opened and maintained for the Rochdale SUBI in accordance with the Rochdale SUBI Supplement or any other Related Document or Transaction Document; and (iii) All present and future rights, claims, demands and causes of action in respect of any or all of the foregoing and all rents, issues, profits, revenues or other payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, and all rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time to time constitute all or part of or are included in the products and proceeds of any of the foregoing (collectivelythe property described in the foregoing clauses (i) through (iii), the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents (including, if applicable, electronic Documents), Instruments and Chattel PaperPaper (whether tangible or electronic); (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (g) all Intellectual Property Collateral; (hvii) all Commercial Tort Claims, including, without limitation, those described in Section Schedule IV of the Perfection Certificateto this Agreement; (iviii) all General IntangiblesIntangibles (other than Intellectual Property); (jix) all Deposit Accounts and Securities Accounts; (kx) all Supporting Obligations; (lxi) all books and records relating to the Collateral; and (mxii) to the extent not covered by clauses (ai) through (lxi) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained , but, in clauses (a) through (m) aboveeach case, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, excluding any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.Intellectual Property;

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s the following personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation:): (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and FixturesInventory; (ciii) all Applicable Investment Property; (iv) all Goods relating to or arising from such Grantor’s Accounts and Inventory; (v) all Documents, Instruments and Chattel PaperPaper relating to or arising from such Grantor’s Accounts and Inventory; (dvi) all Letters of Credit and Letter-of-Credit RightsRights relating to or arising from such Grantor’s Accounts and Inventory; (evii) all Securities CollateralGeneral Intangibles relating to or arising from such Grantor’s Accounts and Inventory; (fviii) all Investment PropertyDeposit Accounts; (gix) all Intellectual Property CollateralSupporting Obligations relating to or arising from such Grantor’s Accounts and Inventory; (hx) all Commercial Tort ClaimsClaims relating to or arising from the foregoing Collateral, including, without limitation, those described in Section IV of the Perfection Certificateon Schedule II hereof; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (lxi) all books and records relating to or arising from the foregoing Collateral; and (mxii) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As In furtherance, and not in limitation, of the provisions of the Loan Agreement and the Guarantor Security Agreement and the Liens granted to Administrative Agent therein, the Pledgors hereby grant to Administrative Agent for the benefit of itself, Term Loan B Agent, Issuing Bank, each Revolving Credit Lender, each Term Loan B Lender and each Revolving Credit Lender or Affiliate thereof to whom Product Obligations are owed, a first priority security interest in and Lien on the following Collateral (collectively, the "PLEDGED COLLATERAL"), as collateral security for the prompt payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitationObligations: (a) the Pledged Stock set forth on Schedule I hereto and the certificates representing the Pledged Stock, and all Accountsdividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock; (b) the Pledged Debt set forth on Schedule II hereto and the notes and instruments evidencing the Pledged Debt, and all Goodspayments of principal or interest, including Equipmentcash, Inventory note, instruments and Fixturesother property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (c) all Documentsadditional shares of capital stock and other equity interests constituting Pledged Stock from time to time acquired by any Pledgor in any manner and the certificates representing such additional Pledged Stock, Instruments and Chattel Paper;all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional Pledged Stock; and (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor additional indebtedness constituting Pledged Debt from time to time with respect owed to any of Pledgor and the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend tonotes and instruments evidencing such additional Pledged Debt, and the term “Collateral” shall not includeall payments of principal, any Excluded Property interest, cash, instruments and the Grantors shall other property from time to time at the request received, receivable or otherwise distributed in respect of the Collateral Agent give written notice to the Collateral Agent identifying or in reasonable detail the Excluded Property and shall provide to the Collateral Agent exchange for any or all of such other information regarding the Excluded Property as the Collateral Agent may reasonably requestadditional Pledged Debt.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor Each Pledgor hereby pledges and grants to the Collateral Agent for its benefit and Agent, for the benefit of the other Credit PartiesInvestors, as collateral security for the prompt and complete payment and performance when due of the Obligations, a lien on and first priority security interest in and to all of the such Pledgor’s right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time the following (collectively, the “Pledged Collateral”), including, without limitation:): (a) all AccountsEquity Interests; (b) all Goodssecurities, including Equipmentmoneys or property representing dividends or interest on any of the Equity Interests, Inventory or representing a distribution in respect of the Equity Interests, or resulting from a splitup, revision, reclassification or other like change of the Equity Interests or otherwise received in exchange therefor, and Fixturesany subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Equity Interests; (c) all Documentsany policy of insurance payable by reason of loss or damage to the Equity Interests, Instruments and Chattel Paperif any; (d) all Letters of Credit “accounts”, “general intangibles”, “instruments” and Letter-of-Credit Rights“Pledged Collateral” (in each case as defined in the UCC) constituting or relating to the foregoing; (e) all Securities CollateralProceeds of any of the foregoing property of Pledgor (including any proceeds of insurance thereon); (f) all Investment PropertyVoting Rights, claims, powers, privileges, benefits, options or rights of any nature whatsoever which currently exist or may be issued or granted by Issuer to Pledgor, and all instruments, whether heretofore or hereafter acquired, evidencing such rights and interests; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those other rights appurtenant to the property described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by foregoing clauses (a) through (lf); and (h) of this sentenceany stock certificates, all share certificates, limited liability company certificates, partnership certificates or other personal property of such Grantor, whether tangible certificates or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of instruments evidencing the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestif any.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor (a) The Pledgor hereby pledges and grants to the Collateral Agent Lender for its benefit and for the ratable benefit of the other Credit Parties, Secured Parties a lien on and continuing security interest in and to all of the Pledgor's right, title and interest in the Collateral, as collateral security for (i) the prompt payment and performance of such Grantor in, to any and under all of such Grantor’s personal property the Obligations in accordance with the terms and interests in such personal propertyconditions of the Loan Documents and (ii) prompt payment and performance by the Pledgor of each of its obligations, wherever located, covenants and whether duties now existing or hereafter arising or acquired from time existing under this Agreement and the other Loan Documents to time which it is a party (collectively, the “Collateral”"Secured Obligations"). Without limiting the generality of the foregoing, includingthis Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by the Pledgor to the Secured Parties under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, without limitation: (a) all Accounts;reorganization or similar proceeding involving any Secured Party or the Pledgor. (b) all GoodsNotwithstanding anything herein to the contrary, including Equipmentin no event shall the Collateral include, Inventory and Fixtures; (c) all Documentsthe Pledgor shall not be deemed to have granted a security interest in, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV any of the Perfection Certificate; Pledgor's right, title or interest in any of the outstanding capital Stock of or other ownership interests in a Controlled Foreign Corporation (as defined below) in excess of 65% of the voting power of all classes of capital stock or other ownership interests in such Controlled Foreign Corporation entitled to vote; provided that (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to immediately upon the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each amendment of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each IRC to allow the pledge of a greater percentage of the foregoing, any and all proceeds voting power of any insurance, indemnity, warranty capital Stock of or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained other ownership interests in clauses (a) through (m) abovea Controlled Foreign Corporation without adverse tax consequences, the security interest created by this Security Agreement Collateral shall not extend toinclude, and the term “Collateral” Pledgor shall not be deemed to have granted a security interest in, such greater percentage of the capital Stock of or other ownership interests in each Controlled Foreign Corporation; and (ii) if no adverse tax consequences to the Pledgor shall arise or exist in connection with the pledge of the capital Stock of or other ownership interests in any Controlled Foreign Corporation, the Collateral shall include, any Excluded Property and the Grantors Pledgor shall from time be deemed to time at have granted a security interest in, such capital Stock or other ownership interest in such Controlled Foreign Corporation. As used herein, "Controlled Foreign Corporation" shall mean a "controlled foreign corporation" as defined in the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestIRC.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of on Schedule 9 to the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property Property; provided, however, that if and the Grantors when any property shall from time cease to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying be Excluded Property, a Lien on a security in reasonable detail the Excluded Property and such property shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestbe deemed granted therein.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, subject to the DIP Orders, each Grantor hereby pledges and grants to the Collateral Agent Lender for its benefit and for the benefit of the other Credit Parties, Parties a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel Paper; (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section on Schedule IV of the Perfection Certificatehereto; (iix) all General Intangibles, including, without limitation, all Credit Card Receivables; (jx) all Deposit Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; (xiii) Bankruptcy Recoveries, but only: (A) the full amount of any such recovery or settlement thereof to the extent arising under section 549 of the Bankruptcy Code, and (B) all amounts necessary to reimburse the Lender for the amount of the Professional Fee Carve Out, if any, used to finance the pursuit of such recovery or settlement with respect to all Bankruptcy Recoveries ((A) and (B) being hereinafter defined as the “Specified Bankruptcy Recoveries”); (xiv) all owned real estate of the Grantors, all proceeds from the disposition of real estate, and all proceeds from the disposition of real estate leases (including, without limitation, all non-residential real property leases); provided that, with respect to the Grantors’ non-residential real property Leases, and notwithstanding anything to the contrary in the DIP Orders or any Loan Document, no Liens or encumbrances shall be granted on or extend to the Grantors’ real property Leases themselves, but rather, any such Liens granted shall extend only to the proceeds realized upon the sale, assignment, termination, or other disposition of such real property lease(s); and (mxv) to the extent not covered by the foregoing clauses (ai) through (l) of this sentencexiv), all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxv) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such Bankruptcy Recoveries other information regarding the Excluded Property as the Collateral Agent may reasonably requestthan Specified Bankruptcy Recoveries.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel PaperPaper (whether tangible or electronic); (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Information Certificate; (iix) all General Intangibles; (jx) all Deposit Accounts and Securities Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; and; (mxiii) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing; and (xiv) to the extent not covered by clauses (i) through (xiii) of this sentence, all other personal property of such Grantor, whether tangible or intangible. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiv) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Property. The Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a1) all Accounts; (b2) all Goods, including Equipment, Inventory and Fixtures; (c3) all Documents (including, if applicable, electronic Documents), Instruments and Chattel PaperPaper (whether tangible or electronic); (d4) all Letters of Credit and Letter-of-Credit Rights; (e5) all Securities Collateral; (f6) all Investment Property; (g7) all Intellectual Property Collateral; (h) 8) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Information Certificate; (i9) all General Intangibles; (j10) all Deposit Accounts and Securities Accounts; (k11) all Supporting Obligations; (l12) all books and records relating to the Collateral; and (m13) to the extent not covered by clauses (a1) through (l12) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a1) through (m13) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property Property, and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent Agent, for its benefit and for the benefit of the other Canadian Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s the following personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation:): (ai) all Inventory; (ii) all Accounts; (biii) all Goods, including Equipment, Inventory and FixturesCredit Card Receivables; (civ) all Documents, Documents of Title relating to Inventory; (v) all Instruments and Chattel PaperPaper relating to or arising from the disposition of Inventory and Accounts, including, without limitation, all Collateral Intercompany Notes; (dvi) all Letters of Credit and Letter-of-Credit Rights, in each case, relating to or arising from the disposition of Inventory and Accounts; (evii) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort ClaimsIntangibles relating to Inventory and Accounts, including, without limitation, those described in Section IV of the Perfection Certificatepayment Intangibles, but excluding Intellectual Property; (iviii) all General IntangiblesDeposit Accounts together with all credits and balances, monies, cash, cash equivalents and other assets in any such Deposit Accounts and all cash and other property of any kind held directly or indirectly by the Agent or any Lender; (jix) all Deposit Securities Accounts and Futures Accounts and all securities, commodities or other property deposited or held therein, in each case, solely to the extent relating to or arising from Inventory and Accounts; (kx) all right, title and interest in any Contracts relating to Inventory and Accounts; (xi) all Supporting ObligationsObligations relating to or arising from Inventory or Accounts; (lxii) all books books, records and records information relating to the foregoing Collateral, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained; and (mxiii) to the extent not covered by clauses (ai) through (lxii) of this sentence, all other personal property of such GrantorGrantor relating to or arising from the foregoing Collateral, whether tangible or intangible intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty guarantee payable to such Grantor from time to time with respect to any of the foregoing, including, but not limited to, proceeds of any insurance policies and claims against third parties. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors Grantor shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request. For the avoidance of doubt, the Lien granted to the Agent hereunder shall not extend to, and the Collateral shall not include, any other property or assets of Grantor not specifically described in this SECTION 2.1, including, without limitation, Goods (other than Goods that constitute Inventory), Equipment, fixtures, Intellectual Property and, except as set forth above in this SECTION 2.1 with respect to Securities Accounts and Futures Accounts and all securities, commodities, or other property deposited or held therein, Investment Property (including all Equity Interests owned by Grantor), Securities Accounts and Futures Accounts.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien Lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all cash, money and Cash Equivalents (iii) all Goods, including Equipment, Inventory and Fixtures; (civ) all Documents, Instruments (including Promissory Notes) and Chattel Paper (including Tangible Chattel Paper and Electronic Chattel Paper); (dv) all Letters of Credit and Letter-of-Credit RightsRights (whether or not the Letter of Credit is evidenced by a writing); (evi) all Securities Collateral; (fvii) all Investment Property; (gviii) all Intellectual Property CollateralProperty; (hix) all Commercial Tort Claims, including, without limitation, those described in Section IV 26 of the Perfection CertificateInformation Certificate (as may be amended or supplemented from time to time); (ix) all General IntangiblesIntangibles (including but not limited to all Payment Intangibles (as defined in Article 9 of the UCC)); (jxi) all DDAs (including Deposit Accounts), Securities Accounts and Commodities Accounts; (kxii) all Supporting Obligations; (lxiii) all books and records relating to the Collateral; and (mxiv) to the extent not covered by clauses (ai) through (lxiii) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiv) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Property. The Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request. Assets will be excluded from the Collateral in circumstances where in the reasonable judgment and sole discretion of Agent, in consultation with Borrower, the costs of obtaining a security interest in such assets exceed the practical benefit to Agent afforded thereby.

Pledge; Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) by EME Homer City of all the Secured EME Homer City's Leveraged Lease Obligations, each Grantor the Pledgor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, Secured Parties a lien on pledge of and a first priority continuing security interest in and to in, all of the Pledgor's right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal the following property, wherever located, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter arising coming into existence (all being collectively referred to herein as the "COLLATERAL"): (1) all shares of capital stock of MEW (the "PLEDGED SHARES"), the certificates representing the Pledged Shares, and all cash dividends, stock dividends, cash, instruments, chattel paper, warrants, options and other rights, property or acquired proceeds and products from time to time (collectivelyreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the “Collateral”), including, without limitation: (a) all AccountsPledged Shares now or hereafter owned by the Pledgor; (b2) additional shares of capital stock of MEW at any time acquired by the Pledgor whether by stock split, stock dividend, transfer, new issuance or any other manner (any such additional shares or membership interests shall constitute part of the Pledged Shares) whether voting or non-voting, and all Goodssecurities convertible into and warrants, including Equipmentoptions and other rights to acquire any shares of capital stock of MEW, Inventory and Fixturesthe certificates or other instruments representing such additional shares, warrants, options or rights, and all cash dividends, stock dividends, cash, instruments, chattel paper, and any other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (c3) all Documentsother claims of any kind or nature, Instruments and Chattel Paperany instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by Pledgor in respect of any or all of the foregoing against MEW; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l4) all books and records relating to any of the Collateral; andforegoing; (m5) all interests in substitution for or in addition to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each any of the foregoing, any certificates representing or evidencing such interests, and all proceeds of cash, securities, distributions and other property at any insurance, indemnity, warranty or guaranty payable to such Grantor time and from time to time with received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and (6) all proceeds of and to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request property of the Collateral Agent give written notice to Pledgor described in the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestpreceding clauses of this Section.

Pledge; Grant of Security Interest. As collateral security for (a) The Borrower hereby assigns and transfers to the payment Lender, and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit PartiesLender, as a secured party, a first priority lien on and security interest (subject only to Permitted Liens) in and to all of the assets and all real, intangible and personal property of the Borrower, including all of the Borrower’s right, title and interest of such Grantor in, in and to the Pledged Royalty Rights and under all of such Grantor’s personal property and interests in such personal the following other property, in each case, wherever located, located and whether now existing owned or at any time hereafter arising acquired by the Borrower or acquired from in which the Borrower now has or at any time in the future may acquire any right, title or interest (such assets and property referred to time (collectively, herein as the “Collateral”), includingas security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitationby acceleration or otherwise) and observance of all Secured Obligations: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (hiii) all Commercial Tort Claims, including, without limitation, those Claims listed or described in Section IV of the Perfection Certificatefrom time to time on Schedule 8.01(a)(iii); (iiv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all Fixtures; (viii) all General Intangibles; (jix) all Deposit Goods; (x) all Instruments; (xi) all Intellectual Property and Intellectual Property Licenses; (xii) all Inventory (xiii) all Investment Property, including all Equity Interests and Securities; (xiv) all Letters of Credit and Letter of Credit Rights; (xv) all Money; (xvi) all Securities Accounts; (kxvii) all Supporting Obligationsbooks, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; (lxviii) all books Proceeds, products, accessions, rents and records relating to profits of or in respect of any of the Collateralforegoing; and (mxix) to the extent not covered by clauses (a) through (l) of this sentenceotherwise included, all other personal property of such Grantorproperty, whether tangible or intangible intangible, of the Borrower and all Proceeds Proceeds, products, accessions, rents, issues and products profits of each any and all of the foregoing and all accessions tocollateral security, substitutions supporting obligations and replacements for, and rents, profits and products of, each of the foregoing, guarantees given by any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time Person with respect to any of the foregoing. Notwithstanding anything contained in this Agreement to the contrary contained in clauses (a) through (m) abovecontrary, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, include any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestCollateral.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request; provided, however, that if and when any property shall cease to be Excluded Property, a Lien on a security in such property shall be deemed granted therein.

Pledge; Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) by EME Homer City of all the Secured EME Homer City's Leveraged Lease Obligations, each Grantor the Pledgor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, Secured Parties a lien on pledge of and a first priority continuing security interest in and to in, all of the Pledgor's right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal the following property, wherever located, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter arising coming into existence (all being collectively referred to herein as the "COLLATERAL"): (1) all shares of capital stock of MEW (the "PLEDGED Shares"), the certificates representing the Pledged Shares, and all cash dividends, stock dividends, cash, instruments, chattel paper, warrants, options and other rights, property or acquired proceeds and products from time to time (collectivelyreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the “Collateral”), including, without limitation: (a) all AccountsPledged Shares now or hereafter owned by the Pledgor; (b2) additional shares of capital stock of MEW at any time acquired by the Pledgor whether by stock split, stock dividend, transfer, new issuance or any other manner (any such additional shares or membership interests shall constitute part of the Pledged Shares) whether voting or non-voting, and all Goodssecurities convertible into and warrants, including Equipmentoptions and other rights to acquire any shares of capital stock of MEW, Inventory and Fixturesthe certificates or other instruments representing such additional shares, warrants, options or rights, and all cash dividends, stock dividends, cash, instruments, chattel paper, and any other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (c3) all Documentsother claims of any kind or nature, Instruments and Chattel Paperany instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by Pledgor in respect of any or all of the foregoing against MEW; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l4) all books and records relating to any of the Collateral; andforegoing; (m5) all interests in substitution for or in addition to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each any of the foregoing, any certificates representing or evidencing such interests, and all proceeds of cash, securities, distributions and other property at any insurance, indemnity, warranty or guaranty payable to such Grantor time and from time to time with received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and (6) all Proceeds of and to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request property of the Collateral Agent give written notice to Pledgor described in the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestpreceding clauses of this Section.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of on Schedule 9 to the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property Property; provided, however, that if and the Grantors when any property shall from time cease to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying be Excluded Property, a Lien on a security in reasonable detail the Excluded Property and such property shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestbe deemed granted therein.

Pledge; Grant of Security Interest. As collateral security for the prompt and complete payment and performance in full when due of all the of its Secured Obligations, each Grantor does hereby pledges severally (and grants not jointly) assign and transfer unto the Collateral Agent, and does hereby severally (and not jointly) pledge, charge and grant to the Collateral Agent for its benefit and Agent, for the benefit of the other Credit PartiesSecured Creditors, a lien on and continuing security interest in and to all of the right, title and interest of such Grantor in, to and under all of the following property (and all rights therein) of such Grantor’s personal property and interests , or in which or to which such personal propertyGrantor has any rights, wherever located, and in each case whether now existing or hereafter arising or acquired from time to time acquired (collectively, all of which is hereinafter collectively referred to as the “Collateral”), including, without limitation:): (a) all Accountseach Collateral Account (as defined in Section 4.02) of, or in the name of, such Grantor; (b) all GoodsCash, including EquipmentSecurities, Inventory Security Entitlements, Investment Property, Financial Assets, credit balances and Fixtures;other assets and Property and all Instruments, in each case from time to time deposited or held in or transferred or credited to or carried in any Collateral Account of such Grantor from time to time; Back to Contents (c) all DocumentsSecurities, Instruments moneys or Property representing a dividend on any of the assets of such Grantor described in clause (b) of this Section 4.01, or representing a distribution or return of capital upon or in respect of any of such assets, or resulting from a split-up, revision, reclassification or other like change of any of such assets of such Grantor or otherwise received in exchange therefor, and Chattel Paperany subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of such assets of such Grantor; (d) all Letters Proceeds of Credit any and Letter-of-Credit Rights; all of the foregoing (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described all causes of action, claims and warranties now or hereafter held by such Grantor in Section IV respect of any of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentenceitems listed above), all interest on or other personal property income from the Cash and other Property from time to time held in any Collateral Account of such Grantor, whether tangible or intangible and all Proceeds collections and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time distributions with respect to any of the foregoing. Notwithstanding anything to the contrary contained assets of such Grantor described in clauses (a) through (mc) above, the security interest created by of this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice Section 4.01; and (e) to the Collateral Agent identifying extent related to any property described in reasonable detail the Excluded Property preceding clauses of this Section 4.01, all books, correspondence, credit files, records and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestpapers.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants grants, subject to existing licenses to use the Intellectual Property Collateral granted by such Grantor in the ordinary course of business, to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel Paper; (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV V of the Perfection Information Certificate; (iix) all General Intangibles; (jx) all Deposit Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; and (mxiii) to the extent not covered by clauses (ai) through (lxii) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal the following property and interests of such Grantor in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and Fixtures; (ciii) all Documents, Instruments and Chattel Paper; (div) all Letters of Credit and Letter-of-Credit Rights; (ev) all Securities Collateral; (fvi) all Investment Property; (gvii) all Intellectual Property Collateral; (hviii) all Commercial Tort Claims, including, without limitation, those described in Section IV 12 of the Perfection Certificate; (iix) all General Intangibles; (jx) all Deposit Accounts; (kxi) all Supporting Obligations; (lxii) all books and records relating to the Collateral; and (mxiii) to the extent not covered by clauses (ai) through (lxii) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (ai) through (mxiii) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the reasonable request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As Pledgor hereby grants, assigns, transfers, grants a security interest in, sets over and delivers unto Agent, for the ratable benefit of Lenders, as collateral security for the prompt and complete payment and performance in full when due (whether at stated maturity, by acceleration or otherwise), of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such GrantorPledgor’s personal property right, title and interests in such personal propertyinterest, wherever located, whether now owned or hereafter acquired and whether now existing or hereafter arising or acquired from time to time (collectively, all of which shall be collectively called the “Collateral”), including, without limitation) in any and all of the following: (a) all future purchase price, subscription, and other payments and contributions, in each case, in cash (“Gross Equity Issuance Proceeds”) from the subscribers and stockholders (collectively, the “Stockholders”) in exchange for each equity issuance by Pledgor (“Equity Issuance”), after deduction of net sales commissions and other reasonable expenses not to exceed in the aggregate 12% of Gross Equity Issuance Proceeds (collectively, the “Net Equity Issuance Proceeds”); provided, however, with respect to any subscription payments payable by any investor pursuant to the associated offering documents for Equity Interests in Pledgor (“Shares”), such pledge shall not be deemed effective until Pledgor has accepted the subscription (consistent with Section 7(j) hereof), which shall be no later than when such funds are deposited into the Accounts; (b) Account No. 769681043931 at KeyBank National Association (the “Depository”) and all Goodsdeposit and other accounts (the “Accounts”) of Pledgor wherever located into which the Gross Equity Issuance Proceeds shall be deposited, including Equipmentafter deduction and retention by any applicable broker-dealer of sales commissions and all cash, Inventory certificates, interest, dividends, deposits, deposit accounts, instruments, credits, investments, claims, contract rights, chattel paper (whether tangible or electronic), money market certificates, repurchase agreements, savings instruments, securities, securities entitlements, investment property, commercial paper, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), payment intangibles, and Fixtures;general intangibles at any time and from time to time now or hereafter related to the Net Equity Issuance Proceeds which are Collateral and all such property received, receivable or otherwise distributed in respect of, in substitution or in exchange for, or in replacement of the foregoing, and all supporting obligations; and (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each the foregoing; provided that (a) so long as no Event of Default then exists, the Collateral may be withdrawn by Pledgor from the Accounts as required to make th payments set forth under Section 2.10(d)(i) of the foregoing and all accessions toCredit Agreement, substitutions and replacements for, and rents, profits and products of, each of (b) Agent’s rights to withdraw funds from the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable Accounts shall be limited to such Grantor the Net Equity Issuance Proceeds contained therein from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requesttime.

Pledge; Grant of Security Interest. As (a) Each Pledgor hereby (i) pledges and delivers to the Collateral Agent, for the ratable benefit of the Secured Parties, all certificates or instruments representing or evidencing the Pledged Stock and Pledged Notes owned by such Pledgor, (ii) grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first priority security interest in all the Collateral owned by such Pledgor from time to time, as collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration, upon one or more dates of all prepayment or otherwise) of the Secured Obligations, each Grantor hereby pledges Obligations and grants (iii) transfers and assigns to the Collateral Agent for its benefit such Pledgor's Pledged Partnership Interests and for Pledged Membership Interests, as the benefit of case may be, (and delivers any certificates or instruments evidencing such Pledged Partnership Interests and Pledged Membership Interests, as the other Credit Partiescase may be, a lien on duly endorsed in blank) and security interest in and to all of the such Pledgor's right, title and interest of such Grantor in, to in each Pledged Partnership and under all of such Grantor’s personal property and interests each Pledged LLC in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), each case including, without limitation: (ai) all Accounts; of its capital therein and its interest in all profits, losses, Partnership Assets (bas defined below) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters other distributions to which such Pledgor shall at any time be entitled in respect of Credit and Letter-of-Credit Rights; (e) all Securities any such Collateral; (fii) all Investment Propertyother payments due or to become due to such Pledgor in respect of any such Collateral, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (giii) all Intellectual Property of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Collateral; (hiv) all Commercial Tort Claimspresent and future claims, includingif any, without limitationof such Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, those described in Section IV of the Perfection Certificatefor services rendered or otherwise; (iv) all General Intangiblesof such Pledgor's rights under any partnership agreement, limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership agreement or limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Partnership Interest or any Pledged Membership Interest and any Pledged Partnership or Pledged LLC, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (jvi) all Deposit Accounts; (k) other property hereafter delivered in substitution for or in addition to any of the foregoing, all Supporting Obligations; (l) certificates and instruments representing or evidencing such other property and all books cash, securities, interest, dividends, rights and records relating other property at any time and from time to the Collateraltime received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (mvii) to the extent not covered by clauses (a) through (l) of this sentenceotherwise included, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any all of the foregoing. . (b) Notwithstanding anything to the contrary contained in clauses subsection 2(a) hereof, if any Pledged Stock, Pledged Notes, Pledged Partnership Interests or Pledged Membership Interests (awhether now owned or hereafter acquired) through are uncertificated securities, the relevant Pledgor shall promptly notify the Collateral Agent thereof (m) aboveit being understood that all uncertificated securities as of the Closing Date are indicated on the Schedules hereto), and shall promptly take all actions required to perfect the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice under applicable law (including, in any event, under Section 9-115 of the Code, if applicable). Each Pledgor further agrees to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent take such other information regarding the Excluded Property actions as the Collateral Agent may deems reasonably requestnecessary or desirable to effect the foregoing and to permit the Collateral Agent to exercise any of its rights and remedies hereunder.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor Pledgor hereby pledges and grants to the Collateral Agent for its benefit and Lender, as collateral security for the benefit prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the other Credit PartiesObligations, a lien on and first priority security interest in and to all of Pledgor’s right, title and interest to the following (the “Collateral”): (i) all Pledged Company Interests; (ii) all securities, moneys or property representing dividends or interest on any of the Pledged Company Interests, or representing a distribution in respect of the Pledged Company Interests, or resulting from a split up, revision, reclassification or other like change of the Pledged Company Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Company Interests, but excluding only any distributions received by Pledgor and further distributed to its constituent members in accordance with the express terms of the Mezzanine Loan Agreement; (iii) all right, title and interest of such Grantor Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Company Interests and any other Collateral; (iv) all rights, privileges, authority and power arising from Pledgor’s interest in the Pledged Entity (provided, however, that, so long as no Event of Default has occurred, Pledgor may exercise such Grantorrights, privileges, authority and power vested in Pledgor as the sole member of the Pledged Entity) and ownership of the Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s personal property and certificate of formation, any certificates of limited liability company membership interests in such personal property, wherever locatedof the Pledged Entity, and whether now existing all amendments or hereafter arising or acquired from time to time modifications of any of the foregoing (each an “Organizational Document” and collectively, the “CollateralOrganizational Documents”), including, without limitation: (a) all Accountsbut excluding only any distributions received by Pledgor and further distributed to its constituent members in accordance with the express terms of the Mezzanine Loan Agreement; (bvi) all Goodsother payments, including Equipmentif any, Inventory and Fixturesdue or to become due to Pledgor in respect of the Collateral, under or arising out of any Organizational Document of the Pledged Entity, or otherwise, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (cvii) all Documentspresent and future claims, Instruments liens and Chattel Paperremedies if any, of Pledgor against the Pledged Entity for monies loaned or advanced, for services rendered or otherwise; (dviii) all Letters of Credit Pledgor’s rights pursuant to any Organizational Document of the Pledged Entity or at law or in equity, to exercise and Letter-of-Credit Rightsenforce every right, power, remedy, authority, option and privilege of Pledgor relating to the Pledged Company Interests, including the right to execute any instruments and to take any and all other action on behalf of and in the name of Pledgor in respect of the Pledged Company Interests and/or the Pledged Entity to make determinations, to exercise any election (including election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of the Pledged Entity, to enforce or execute any checks, or other instruments or orders and to file any claims and to take any action in connection with any of the foregoing; (eix) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claimsequity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, includingrecapitalizations of any type, without limitationcontributions to capital, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records options or other rights relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.;

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor Pledgor hereby pledges and grants to the Collateral Agent for its benefit and Lender, as collateral security for the benefit prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the other Credit PartiesDebt, a lien on and first priority security interest in and to all of Pledgor’s right, title and interest to and under, in each case, whether now owned or existing, or hereafter acquired or arising in the following (collectively, the “Pledged Collateral”): (a) all Pledged Securities; (b) all securities, security certificates, moneys or property representing the Pledged Securities, or representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split-up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (c) all right, title and interest of such Grantor Pledgor in, to and under all any policy of such Grantor’s personal property insurance payable by reason of loss or damage to the Pledged Securities and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “any other Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit “accounts”, “general intangibles”, “instruments” and Letter-of-Credit Rights;“investment property” (in each case as defined in the Code) constituting or relating to the foregoing; and (e) all Securities Collateral; Proceeds of any of the foregoing property of Pledgor (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described any proceeds of insurance thereon, all “accounts”, “general intangibles”, “instruments” and “investment property”, in Section IV of each case as defined in the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records Code, constituting or relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request).

Pledge; Grant of Security Interest. (a) As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor the Pledgor hereby pledges transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Pledgee, and grants to the Collateral Agent for its benefit and Pledgee for the ratable benefit of the other Credit PartiesNoteholders, a lien on and first priority security interest in (i) the shares of capital stock listed on Schedule I and to any shares of stock of any Company obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"), (ii) all of the rightPledgor's partnership interests and related rights described in Schedule II (if any) and any partnership interests or other equity interests in any Company obtained in the future by the Pledgor (the "Pledged Interests"), title and interest of such Grantor in, (iii) all other property (including any security entitlements) that may be delivered to and under held by the Pledgee pursuant to the terms hereof, (iv) subject to Section 6 hereof, all payments of such Grantor’s personal property dividends and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claimsdistributions, including, without limitation, those all cash, instruments, securities, security entitlements, investment property and other property, from time to time received, receivable or otherwise paid or distributed, in respect of, or in exchange for or upon the conversion of the securities and other property referred to in clauses (i), (ii) or (iii) above, (v) subject to Section 6 hereof, all rights and privileges of the Pledgor with respect to the securities (including any security entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all custodial accounts, securities accounts or other safekeeping accounts in which any of the foregoing property (and any property described in Section IV the following clause (vii)) may be deposited or held in, and any security entitlements or other rights relating thereto, and (vii) all proceeds of any of the Perfection Certificate;foregoing (the items referred to in clauses (i) through (vii) above being collectively referred to as the "Collateral"). The Pledgee acknowledges that the security interest in the Collateral granted herein ranks equally and pari passu with the security interest in favor of the Collateral Agent (as defined in the Revolving Credit Agreement) pursuant to the Pledge Agreement (as defined in the Revolving Credit Agreement) and the rights of the Trustee and the Collateral Agent with respect to the Collateral shall be subject to the terms and conditions of the Intercreditor Agreement. (b) Upon delivery to the Pledgee, any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Pledgee, a duly executed acknowledgment and consent in the form of Exhibit A hereto from each of the Companies listed on Schedule I hereto and by such other instruments and documents as the Pledgee may request. Without limiting this Section 2(b), (i) all General Intangibles; other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Pledgee may request, and (jii) all Deposit Accounts; (k) all Supporting Obligations; (l) all books upon the grant of a security interest in partnership interests or other equity interests in any Person now or hereafter included in the Collateral, there shall be executed and records relating delivered to the Collateral; and Pledgee such instruments of consent, waiver and recognition, from the issuer and other equity holders thereof (mhaving provisions comparable to the Consent, Waiver and Recognition Agreement in the form of Exhibit B hereto) and such other instruments and documents (including Uniform Commercial Code financing statements duly executed in proper form for filing in such offices as the Pledgee shall require) as the Pledgee may request. Each delivery of Pledged Securities and each such grant of a security interest shall be accompanied by a schedule describing the securities, security entitlements, investment property and equity interests theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I or Schedule II, as applicable, and made a part hereof (provided that the failure to deliver any such schedule shall not impair the security interest hereunder of the Pledgee in any Pledged Securities or Pledged Interests). Each schedule so delivered (except to the extent not covered by clauses (ain error) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, shall supercede any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestprior schedules so delivered.

Pledge; Grant of Security Interest. As Non-Recourse Obligations ------------------------------------------------------------ (a) Each Pledgor hereby delivers to the Administrative Agent, for the ratable benefit of the Lenders, all of the Pledged Stock of such Pledgor and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first security interest in the Collateral of such Pledgor, as collateral security for the prompt and complete payment and performance in full of all when due (whether at the Secured Obligationsstated maturity, each Grantor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit by acceleration or otherwise) of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts;Obligations. (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating to the Collateral; and (m) to the extent not covered by clauses (a) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses the Credit Agreement, this Pledge Agreement or any other Credit Document, whether expressed or implied, (ai) through no Pledgor shall have any personal liability to the Administrative Agent or any Lender under this Pledge Agreement or any other Credit Document beyond the interest of the Pledgor in the Collateral, (mii) abovethe Obligations are nonrecourse to the Pledgor, (iii) no deficiency or other judgment may be sought or obtained against any Pledgor or any equityholder of any Pledgor for the security interest created by this Security Agreement shall not extend topayment of any of the Obligations, or for the performance of any obligation of any Pledgor hereunder, and (iv) except for the term “Collateral” shall not include, any Excluded Property enforcement by the Administrative Agent of its rights in and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail Collateral, no attachment, execution or other process shall be sought, issued or levied against or upon any assets, properties or funds of any Pledgor or any equityholder of any Pledgor: provided, however, that -------- ------- notwithstanding the Excluded Property following: (i) each Pledgor and its equityholders shall provide be personally liable to the Collateral full extent of its respective assets for any loss suffered by the Administrative Agent or any Lender to the extent directly and proximately caused by such other information regarding Person's intentional fraud in connection with the Excluded Property as Pledge Agreement, willful or grossly negligent misrepresentation in this Pledge Agreement or in any certificate or document provided in connection herewith to the Collateral Administrative Agent may reasonably requestor the Lenders of a material fact or any breach in bad faith of any such Pledgor's material obligations hereunder: and (ii) Nothing herein shall be construed to bar an action for specific performance against any Pledgor to perform any obligation imposed on any such Pledgor hereunder.

Pledge; Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent Agent, for its benefit and for the benefit of the other Canadian Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all of such Grantor’s the following personal property and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation:): (ai) all Accounts; (bii) all Goods, including Equipment, Inventory and FixturesInventory; (ciii) all DocumentsDocuments of Title, Instruments and Chattel PaperPaper relating to any of the foregoing, or evidencing payment for any of the foregoing; (div) all Letters Intangibles (other than Intellectual Property Collateral) relating to any of Credit the foregoing; (v) all right, title and interest in any Contracts relating to any of the foregoing; (vi) all Deposit Accounts together with all credits and balances, monies, cash, cash equivalents and other assets in any such Deposit Accounts; (vii) all Supporting Obligations and Letter-of-Credit RightsRights relating to any of the foregoing; (eviii) all Securities Collateralmoney, cash, cash equivalents, securities and other property of any kind held directly or indirectly by the Agent or any Lender; (fix) all Investment Property; (g) all Intellectual Property books, records and property relating to, or referring to, the Collateral; (h) all Commercial Tort Claims, including, without limitationbooks, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books records, account ledgers, data processing records, computer software and records relating to the Collateralother property; and (mx) to the extent not covered by clauses (ai) through (lix) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty guarantee payable to such Grantor from time to time with respect to any of the foregoing, including, but not limited to, proceeds of any insurance policies and claims against third parties. Notwithstanding anything to the contrary contained in clauses (ai) through (mix) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors Grantor shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

Pledge; Grant of Security Interest. As collateral security for (a) To secure the payment and performance and/or performance, as the case may be, in full of all the Secured Obligations, each Grantor whether at stated maturity, by acceleration or otherwise, the Pledgor hereby pledges pledges, and grants to the Collateral Agent for its benefit and for the benefit of the other Credit PartiesLender, a lien on and a first-priority security interest in all of its right, title and interest in and to all of the rightPledged Interests, title and interest of such Grantor in, to and under all of such Grantor’s personal property and interests whether now owned or in such personal property, wherever located, the future acquired by it and whether now existing or hereafter arising or acquired from time to time (collectivelyin the future coming into existence and wherever located, the “Collateral”)together with, including, without limitationin each case: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claims, including, without limitation, those described in Section IV of the Perfection Certificate; (i) all General Intangibles; shares, securities, and rights to receive moneys or property representing a dividend on any of the Pledged Interests or a distribution or return of capital upon or in respect of the Pledged Interests (j) all Deposit Accounts; (k) all Supporting Obligations; (l) all books and records relating it being understood that, notwithstanding anything to the Collateral; contrary herein, the Pledgor shall be entitled to receive and retain free and clear of the security interest granted hereby any and all dividends, reimbursements of equity and other distributions paid on or distributed in respect of the Pledged Interests to the extent and only to the extent that all such dividends, reimbursements of equity and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Loan Agreement), and (mi) to the extent not covered by clauses (a) through (l) of this sentenceall payments, all other personal property of such Grantorproceeds, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions torents, profits, income, benefits, substitutions and replacements for, of and rents, profits and products of, each to any of the foregoingproperty of Pledgor described in the preceding clauses of this Section 2 (including all causes of action, any claims and all proceeds warranties now or hereafter held by such Xxxxxxx in respect of any insuranceof the items listed above) and, indemnityto the extent related to any property described in said clauses or such proceeds, warranty all assets, interests, rights, books, correspondence, credit files, records, invoices and other documents and instruments, including all tapes, cards, computer runs and other papers and documents in the possession or guaranty payable to under the control of such Grantor Pledgor or any computer bureau or service company from time to time with respect to acting for such Pledgor (collectively, but exclusive of any dividends, reimbursements of equity or other distributions described in the foregoing. Notwithstanding anything to the contrary contained parenthetical in clauses clause (a) through (mi) above, the security interest created by this Security Agreement "Collateral"). (b) Pledgor shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice deliver to the Collateral Agent identifying in reasonable detail Lender all certificates representing the Excluded Property Pledged Interests concurrently with the execution and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestdelivery of this Agreement.

Pledge; Grant of Security Interest. (a) As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor the Pledgor hereby pledges transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Pledgee, and grants to the Collateral Agent for its benefit and Pledgee for the ratable benefit of the other Credit PartiesNoteholders, a lien on and first priority security interest in (i) the shares of capital stock listed on Schedule I and to any shares of stock of any Company obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"), (ii) all of the rightPledgor's partnership interests and related rights described in Schedule II (if any) and any partnership interests or other equity interests in any Company obtained in the future by the Pledgor (the "Pledged Interests"), title and interest of such Grantor in, (iii) all other property (including any security entitlements) that may be delivered to and under held by the Pledgee pursuant to the terms hereof, (iv) subject to Section 6 hereof, all payments of such Grantor’s personal property dividends and interests in such personal property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation: (a) all Accounts; (b) all Goods, including Equipment, Inventory and Fixtures; (c) all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Investment Property; (g) all Intellectual Property Collateral; (h) all Commercial Tort Claimsdistributions, including, without limitation, those all cash, instruments, securities, security entitlements, investment property and other property, from time to time received, receivable or otherwise paid or distributed, in respect of, or in exchange for or upon the conversion of the securities and other property referred to in clauses (i), (ii) or (iii) above, (v) subject to Section 6 hereof, all rights and privileges of the Pledgor with respect to the securities (including any security entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all custodial accounts, securities accounts or other safekeeping accounts in which any of the foregoing property (and any property described in Section IV the following clause (vii)) may be deposited or held in, and any security entitlements or other rights relating thereto, and (vii) all proceeds of any of the Perfection Certificate;foregoing (the items referred to in clauses (i) through (vii) above being collectively referred to as the "Collateral"). The Pledgee acknowledges that the security interest in the collateral granted herein ranks equally and pari passu with the security interest in favor of the Collateral Agent (as defined in the Revolving Credit Agreement) pursuant to the Pledge Agreement (as defined in the Revolving Credit Agreement) and the rights of the Trustee and the Collateral Agent with respect to the Collateral shall be subject to the terms and conditions of the Intercreditor Agreement. (b) Upon delivery to the Pledgee, any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Pledgee, a duly executed acknowledgment and consent in the form of Exhibit A hereto from each of the Companies listed on Schedule I hereto and by such other instruments and documents as the Pledgee may request. Without limiting this Section 2(b), (i) all General Intangibles; other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Pledgee may request, and (jii) all Deposit Accounts; (k) all Supporting Obligations; (l) all books upon the grant of a security interest in partnership interests or other equity interests in any Person now or hereafter included in the Collateral, there shall be executed and records relating delivered to the Collateral; and Pledgee such instruments of consent, waiver and recognition, from the issuer and other equity holders thereof (mhaving provisions comparable to the Consent, Waiver and Recognition Agreement in the form of Exhibit B hereto) and such other instruments and documents (including Uniform Commercial Code financing statements duly executed in proper form for filing in such offices as the Pledgee shall require) as the Pledgee may request. Each delivery of Pledged Securities and each such grant of a security interest shall be accompanied by a schedule describing the securities, security entitlements, investment property and equity interests theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I or Schedule II, as applicable, and made a part hereof (provided that the failure to deliver any such schedule shall not impair the security interest hereunder of the Pledgee in any Pledged Securities or Pledged Interests). Each schedule so delivered (except to the extent not covered by clauses (ain error) through (l) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, shall supercede any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) through (m) above, the security interest created by this Security Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property and the Grantors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably requestprior schedules so delivered.