Common use of Pledge Clause in Contracts

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does hereby grant and pledge to the Pledgee for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”): (a) all Stock in the property of each such PersonBorrower owned by the Pledgor, its interest directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the capital of each such Person, its right Borrower owned by the Pledgor from time to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, time and all of its rights under right, title and interest in each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of to which each such Person interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the certificatesdocuments and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, representing under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% present and future claims, if any, of the issued and outstanding voting Equity Interests of Pledgor against any Foreign Subsidiary; such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (iiE) all debt securities now of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the future held by or issued to name of the Pledgor in respect of such Pledgor and the promissory notes Limited Liability Company Interests and any other instruments evidencing such debt securities limited liability company, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing or for any Limited Liability Company 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 “Pledged Securities”)foregoing; and (iiiF) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all thereof; (c) all Partnership Interests in the conversion Borrower owned by the Pledgor from time to time and all of the Pledged Securities; (v) subject its right, title and interest in each partnership to Section 5which each such interest relates, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)whether now existing or hereafter acquired, (ii), (iii) and (iv) above (including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all collateral granted the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Pledgor Partnership Interests, including any power to terminate, cancel or for modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds name of any of the Pledgor in respect of such Partnership Interests and any such partnership, 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 (the items referred or for any Partnership Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.

Pledge. (a) As security To secure the Applicable Obligations for such Pledgor and for the payment and performance, as the case may be, purposes set forth in full of the ObligationsSection 1, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the relevant Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the relevant Secured Creditors in, all of such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the "Collateral"): (i) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), foregoing; (ii), ) all Securities owned by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (iii) all Limited Liability Company Interests owned by such Pledgor from time to time and (iv) above (all of such Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation: (1) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (2) all collateral granted other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or for the benefit otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (3) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (4) all present and future claims, if any, of any of such Pledgor as security against any such Pledged LLC for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise; (vi5) all proceeds of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of any of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interest and any such 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 Limited Liability Company 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 (with all of the items referred foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); and (6) all other property hereafter delivered in clauses (i) through (vi) above being collectively referred substitution for or in addition to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (iv) all Partnership Interests owned by such Pledgor from time to time and all of such Pledgor's right, title and interest in each partnership to which such interests relate, whether now existing or hereafter acquired, including, without limitation: (1) all of the capital thereof and its interest in all profits, income, surplus, losses, Partnership Assets, distributions and other payments to which such Pledgor shall at any time be entitled in respect of any such Partnership Interest; (2) all other payments due or to become due to such Pledgor in respect of any such Partnership Interest, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (3) all 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 Partnership Interest; (4) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (5) all of such Pledgor's rights under any partnership 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, 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 Partnership Interest and any Pledged Partnership, 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 (with all of the foregoing rights to be exercisable only upon the occurrence and during the continuation of a Noticed Event of Default); (6) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (v) all Financial Assets and Investment Property owned by such Pledgor from time to time; (vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (vii) all Proceeds of any and all of the foregoing.

Pledge. (a) As security for the payment and performance, as the case may be, in full each of the ObligationsCollateral Accounts including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest whether now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any rightacquired, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedarising, together with its including, without limitation, all Financial Assets in respect of an equity interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation any Person of any type or nature deposited or required by the Credit Agreement, IRL Agreement or any other Guaranteed Documents to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; foregoing; (vb) subject all Securities of such Pledgor from time to time in respect of any Subsidiary or Joint Venture of such Pledgor (excluding Securities indicated on Annex A, or otherwise determined by the Administrative Agent in its reasonable discretion under Section 55.10(b) of the Credit Agreement, as not required to be pledged); (c) all rights Limited Liability Company Interests of such Pledgor from time to time and privileges all of its right, title and interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (including, without limitation: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all collateral granted other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability com- pany agreement or for the benefit otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor as security against any such limited liability company for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise; (viE) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, 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 Limited Liability Company 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; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, 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; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time in respect of any of the foregoing foregoing; and (g) to the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means extent not otherwise included, all Proceeds of any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.2, no Pledgor shall be required at any time to pledge hereunder more than 65% of the voting Equity Ownership Interest of any Company which is not formed or incorporated under the laws of the United States or any State thereof (each, a "Foreign Company"), except that, subject to the Credit Agreement each Pledgor ---------------- shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any such Foreign Company.

Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the "Collateral"): (a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; foregoing; (vb) subject all Securities of such Pledgor from time to Section 5time; (c) all Limited Liability Company Interests of such Pledgor from time to time and all of its right, all rights title and privileges of interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (including, without limitation: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all collateral granted other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or for the benefit otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor as security against any such limited liability company for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise; (viE) all proceeds of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, 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 Limited Liability Company 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 (with all of the items referred foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in clauses (i) through (vi) above being collectively referred substitution for or in addition to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) all Partnership Interests of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, 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 (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; and (g) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. (ai) As security for To secure the payment and performance, as Obligations (other than the Intermediate Holdco Credit Document Obligations) now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the proviso at the end of this Section 3.1 in the case may be, in full of the ObligationsVoting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; ; (vc) subject all Limited Liability Company Interests owned by such Pledgor from time to Section 5time and all of its right, all rights title and privileges of interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such Limited Liability Company Interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all collateral granted its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or for the benefit otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor as security against any such limited liability company for the Pledged Debt Securities); and monies loaned or advanced, for services rendered or otherwise; (viE) all proceeds of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating 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 Partnership Interests and any such partnership, 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; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (g) all Proceeds (other than Excluded Proceeds) of any and all of the foregoing; provided that (x) no Voting Equity Interests of any Exempted Foreign Entity which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity shall be pledged hereunder, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) notwithstanding (i) anything to the contrary contained above in this Section 3.1, the security interest created pursuant to this Agreement shall not extend to, and the term “Collateral” shall not include (A) Excluded Collateral owned or held by any Pledgor, and (B) any Instruments received in connection with grower loans extended in accordance with Section 10.05 of the Credit Agreement to the extent local law or the relevant grower loan documents prohibit such pledge and (ii) anything to the contrary contained in this Agreement, such Pledgor shall not be required to pledge any Notes hereunder with an outstanding principal amount of $500,000 or less, provided that no more than $2,500,000 in aggregate principal amount for all such Notes for all Pledgors hereunder (including, for this purpose, any Instruments (as defined in the Security Agreement) not required to be delivered pursuant to the Security Agreement) shall be excluded from the pledge and delivery requirements under this Agreement. (ii) Notwithstanding anything to the contrary contained in this Section 3.1 or elsewhere in this Agreement, each Pledgor and the Pledgee (on behalf of the Secured Creditors) acknowledges and agrees that:

Pledge. (a) As security To secure prompt payment of any and all of the principal of, premium, if any, and interest on, this Note and all other Note Obligations, and prompt performance by each Note Party of each of its covenants and duties under the Note Documents, each Note Party hereby assigns and pledges to the Collateral Agent, for its benefit and for the payment and performance, as the case may be, in full benefit of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates Holder Representative and transfers to the Administrative Agent, its successors and assignsholders of Notes, and hereby grants to the Administrative Collateral Agent, for its successors benefit and assigns, for the ratable benefit of the Secured PartiesHolder Representative and the holders of Notes, a continuing security interest in, in all of such PledgorNote Party’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in and under the future held by or issued to such Pledgor in corporationsfollowing, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest from time to time acquired: (i) all Capital Stock held by it that are listed in Section 8 of the Disclosure Letter and any other Capital Stock in any Subsidiary now owned or acquired in the property of each future by such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, Note Party and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, certificates (if any, ) representing all such Equity Interests Capital Stock (the “Pledged Equity SecuritiesEquity”); provided that the Pledged Equity Securities shall not include more than Capital Stock in excess of 65% of the issued and outstanding voting Equity Interests Capital Stock or 100% of the issued and outstanding non-voting Capital Stock directly owned by any Foreign Subsidiary; Note Party in (A) any Subsidiary that is a CFC Holdco or (B) any Subsidiary that is a CFC. (ii) all debt securities (A) the Indebtedness owned by it and listed opposite the name of such Note Party in Section 8 of the Disclosure Letter, (B) any other Indebtedness now owned or acquired in the future held by or issued to such Pledgor Note Party and (C) the debt securities, promissory notes and any other instruments evidencing such debt securities Indebtedness (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesDebt”); ; (iii) all other property that may be delivered to and held by the Administrative Collateral Agent pursuant to the terms hereof; of this Section 11(a); (iv) subject to Section 511(f), all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the Pledged Securities; securities and other property referred to in clauses (i), (ii) and (iii) above; (v) subject to Section 511(f), all rights and privileges of each Pledgor such Note Party with respect to the Pledged Securities securities and other property referred to in clauses (i), (ii), (iii) and (iv) above above, including any claims, rights, powers, privileges, authority, options, security interests, liens and remedies (includingif any) under any corporate bylaws, without limitationlimited liability company agreement or operating agreement, all collateral granted to such Pledgor partnership agreement, or for the benefit of such Pledgor as security for the Pledged Debt Securities)at law or otherwise; and and (vi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above of this Section 11(a) being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any ; TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and all shares of capital stockpreferences pertaining or incidental thereto, partnership interestssubject, membership interests in a limited liability companyhowever, beneficial interests in a trust or other equity ownership interests in a Personto the terms, covenants and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingconditions hereinafter set forth.

Pledge. Pledgors hereby pledge to Agent, and grant to Agent for itself and the benefit of Lenders, a first priority security interest in (a) As security for other than the payment shares of AG Processing Inc., CF Industries, Inc., Universal Cooperatives, Inc. and performanceCoBank, as the case may beACB, in full of which Agent for itself and the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Lenders shall have a continuing second priority security interest in, subordinate only to the lien of the issuer of said shares to secure any indebtedness of the owner of said shares to said issuer (the "Issuer Lien") all of such Pledgor’s rightthe following (collectively, title the "Pledged Collateral"): (a) the Pledged Shares and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in certificates representing the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such PersonPledged Shares, and all of its rights under each certificate or articles of incorporationdividends, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged SecuritiesShares; and (vb) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities Interests and other property referred to in clauses (i)the certificates representing the Pledged Interests, (ii)if any, (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through all of Pledgors' rights, powers, and remedies under each Operating Agreement, and (viii) above being collectively referred any rights to properties, assets, distributions, liquidating distributions and allocations of profits and losses in respect of such Pledged Interests; and (c) such portion, as determined by Agent as provided in Section 6(d) below, of any additional limited liability company interests or equity interests of a Pledged Entity or other options or rights with respect to any such interests from time to time acquired by the “Collateral”Pledgors in any manner (which equity interests shall be deemed to be part of the Pledged Shares and which limited liability company interests shall be deemed to be part of the Pledged Interests). “Equity Interests” means any , and the certificates representing such additional shares, and all shares dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of capital stockor in exchange for any or all of such Stock; and (d) the Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, partnership interestsand all interest, membership interests cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in a limited liability company, beneficial interests in a trust respect of the Pledged Indebtedness; and (e) all additional Indebtedness arising after the date hereof and owing to the Pledgors and evidenced by promissory notes or other equity ownership interests in a Personinstruments, together with such promissory notes and instruments, and any all interest, cash, instruments and all warrantsother property and assets from time to time received, options receivable or other rights entitling the holder thereof to purchase or acquire any otherwise distributed in respect of the foregoingthat Pledged Indebtedness.

Pledge. (a) As security for the payment and performance, as the case may be, performance in full of the Obligations, each Pledgor does hereby grantsgrant, mortgagespledge, pledgeshypothecate, hypothecates mortgage, charge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, and does hereby grant and create a continuing security interest in favor of the Administrative Agent for the benefit of the Secured Parties in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”): (i) all of the Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities (and all certificates or instruments evidencing such Securities); (ii) each Collateral Account, including any and all assets of whatever type or kind deposited in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Loan Document to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesinstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (iforegoing), (ii), ; (iii) all of such Pledgor’s (x) Partnership Interests and all of such Pledgor’s right, title and interest in each Pledged Partnership and (ivy) above (Membership Interests and all of such Pledgor’s right, title and interest in each Pledged LLC, in each case including, without limitation: (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests and/or Membership Interests; (b) all collateral granted other payments due or to become due to such Pledgor in respect of such Partnership Interests and/or Membership Interests, whether under any partnership agreement, limited liability company agreement or for the benefit otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (c) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests, Membership Interests, Pledged Partnership and/or Pledged LLC; (d) all present and future claims, if any, of such Pledgor as security against any Pledged Partnership and any Pledged LLC for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise; (vie) all proceeds of such Pledgor’s rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the foregoing (the items referred Partnership Interests and/or Membership Interests, including any power to in clauses (i) through (vi) above being collectively referred terminate, cancel or modify any partnership agreement or any limited liability company agreement, to as the “Collateral”). “Equity Interests” means execute any instruments and to take any and all shares other action on behalf of capital stock, partnership interests, membership interests and in a limited liability company, beneficial interests the name of such Pledgor in a trust respect of any Partnership Interests or other equity ownership interests in a Person, Membership Interests and any Pledged Partnership and all warrantsany Pledged LLC to make determinations, options to exercise any election (including, but not limited to, election of remedies) or other rights entitling the holder thereof option or to purchase give or acquire receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce or collect any of the foregoing, 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; and (f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (iv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (v) all Proceeds of any and all of the foregoing.

Pledge. (a) As security for the payment and performance, as the case may be, Notwithstanding any other provision in full of the Obligationsthis Agreement, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers Member shall be entitled to the Administrative Agent, pledge its successors and assignsInterests to, and hereby grants to the Administrative Agent, its successors otherwise xxxxx x xxxx and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in its Interests and all of such Pledgor’s its right, title and interest now owned under this Agreement in favor of, the Company’s lenders (or at an agent on behalf of such lenders) without any time hereafter acquired further consents, approvals or actions required by such Pledgor lenders (or agent), any Member, the Company or any other person under this Agreement or otherwise. So long as any such pledge of or security interest in which any Member’s Interests is in effect, no consent of the Company or any Member shall be required to permit a pledgee thereof to be substituted for such Pledgor now has or at any time Member under this Agreement upon the exercise of such pledgee’s rights with respect to such Interests. Upon closing of the transactions contemplated by that certain Purchase Agreement, dated as of August 6, 2008, by and among SRAM-SP2, Inc., SRAM Corporation and LB SRAM Holdings, LLC, each Member will pledge its Interests to, and grant a security interest in the future may acquire any all of its right, title or and interest inunder this Agreement in favor of, to or under: the agent of the Company’s lenders (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedcapacity, together with its interest in the property of successors, assigns and designated agents, as well as each and every subsequent replacement thereof, including under or with respect to each successor and each new credit agreement, including each such Personreplacement’s successors, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, assigns and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiesdesignated agents, the “Pledged SecuritiesAgent”); (iii) all other property that may be delivered to on behalf of itself and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property various lenders from time to time received, receivable or otherwise distributed, party to certain financing documents with the Company. Upon the exercise of the Agent’s rights in respect ofof such pledge and security interest, in exchange the Agent, or any purchaser of a Member’s Interests from the Agent, shall be substituted for or upon the conversion of the Pledged Securities; (v) subject to Section 5such Member as a Member under this Agreement, and such substituted Member shall have all rights and privileges powers as a Member under this Agreement. So long as any pledge of each Pledgor with respect any Interests is in effect, this provision shall inure to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor pledgee and its successors, assigns and designated agents, as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Personan intended third party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any and all warrants, options or other rights entitling event be effective without the holder thereof to purchase or acquire any prior written consent of the foregoingsuch pledgee.

Pledge. (a) As security To secure the Obligations and for the payment purposes set forth in Section 1, each Pledgor hereby: (i) grants and performancepledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, in full or such other instruments of transfer as are acceptable to the ObligationsPledgee; (iii) assigns, each Pledgor hereby grantstransfers, hypothecates, mortgages, pledges, hypothecates charges and transfers sets over to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, Pledgee all of such Pledgor’s 's right, title and interest now owned in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Agreement; (iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interest and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation: (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time hereafter acquired by be entitled in respect of such Pledgor Partnership Interest and/or Membership Interest; (b) all other payments due or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued become due to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property respect of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonPartnership Interest and/or Membership Interest, whether in cash or other property, and whether during the continuance of or on account of the liquidation of under any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreementagreement or otherwise, operating agreementwhether as contractual obligations, declaration damages, insurance proceeds or otherwise; (c) all of trust or any other organizational document or similar agreement of each such Person its claims, rights, powers, privileges, authority, options, security interest, liens and the certificatesremedies, if any, representing under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest; (d) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% present and future claims, if any, of the issued Pledgor against any Pledged Partnership and outstanding voting Equity Interests any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise; (e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or any 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 any Foreign Subsidiary; (ii) all debt securities now Partnership Interest or in the future held by or issued to such Pledgor and the promissory notes Membership Interest and any other instruments evidencing such debt securities Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing, 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 “Pledged Securities”); foregoing; (iiif) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securitiesall thereof; and (vg) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)extent not otherwise included, (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and or all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security for the payment The Pledgors hereby pledge, charge, and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers grant to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, a continuing first priority security interest in, all of the following (collectively, the “Pledged Collateral”): (a) the Pledged Shares and the certificates (if any) representing the Pledged Shares, and all dividends, distributions and other products or proceeds of the foregoing from time to time received or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares, it being understood that the term Pledged Shares shall include membership interests of limited liability companies whether or not such Pledgor’s rightmembership interests are evidenced by certificates; and (b) any additional shares of stock or membership interests from time to time acquired by the Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), title and the certificates representing such additional shares or membership interests, and all dividends, distributions and other products or proceeds from time to time received or otherwise distributed in respect of or in exchange for any or all of such stock or membership interests; and (c) Notwithstanding the foregoing, the term “Pledged Collateral” (and any component definition thereof) shall not include (i) ownership interests in joint ventures and non-wholly-owned Subsidiaries to the extent that such ownership interests cannot be pledged without the consent of one or more non-Affiliate third parties, (ii) the stock or other ownership interest now owned by a Pledgor in any subsidiary or at affiliate of such Pledgor listed on Schedule “A” attached to the Security Agreement and any time subsidiary or affiliate hereafter acquired by a Pledgor (each a “Debtor Insurance Affiliate”) which is an insurance company regulated by the laws of any jurisdiction which prohibits or restricts the pledge of such Pledgor or ownership interest, (iii) Capital Stock in which such Pledgor now has or at (A) any time Foreign Subsidiary other than, in the future may acquire any rightcase of a Foreign Subsidiary owned directly by a Pledgor, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued aggregate Capital Stock of such Foreign Subsidiary with ordinary voting power and outstanding 100% of the Capital Stock of such Foreign Subsidiary without ordinary voting Equity Interests power and (B) any Disregarded Domestic Subsidiary other than, in the case of a Disregarded Domestic Subsidiary owned directly by a Pledgor, 65% of the aggregate Capital Stock of such Disregarded Domestic Subsidiary with ordinary voting power and 100% of the Capital Stock of such Disregarded Domestic Subsidiary without ordinary voting power, (iv) any Capital Stock of any Foreign Subsidiary; (ii) all debt securities now or in the future Subsidiary held by or issued to such a Pledgor and (other than the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and Capital Stock of LOTS held by Fortegra), but only for so long as Indebtedness under the Trust Preferred Indenture is outstanding, (v) any asset if the grant or perfection of a security interest is prohibited by applicable law; provided that if and when the prohibition which prevents the granting or perfection of a security interest is removed, terminated or otherwise becomes unenforceable as a matter of law, the Administrative Agent pursuant will be deemed to have had, and at all times to have had, a security interest in such property, (vi) the Capital Stock of South Bay Acceptance Corporation, if the grant or perfection of a security interest therein requires the consent, approval or authorization of any Governmental Authority, which consent, approval or authorization has not been received or obtained and (vii) any property acquired by any Loan Party if and to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments extent that the Administrative Agent and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of Borrowers shall have determined that the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above costs (including, without limitation, all collateral granted recording taxes and filing fees) of creating and perfecting a Lien on such property interests are excessive in relation to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any value of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingsecurity afforded thereby.

Pledge. (a) As security To secure the Obligations now or hereafter owed or to be performed by the Borrower, the Pledgor does hereby grant, pledge and assign to the Pledgee for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest in the property of each such Person, its interest in “Collateral”): (a) all Limited Liability Company Interests owned by the capital of each such Person, its right Pledgor from time to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, time and all of its rights under each certificate or articles of incorporationright, bylaws, partnership agreement, title and interest in the limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of to which each such Person Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation: (A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the certificatesPledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, representing under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and outstanding voting Equity Interests enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any Foreign Subsidiary; (ii) all debt securities now or of the Pledgor in the future held by or issued to respect of such Pledgor and the promissory notes Limited Liability Company Interests and any other instruments evidencing such debt securities limited liability company, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing or for any Limited Liability Company 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 “Pledged Securities”)foregoing; and (iiiE) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securities; all thereof; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vib) all proceeds of any of Security Entitlements owned by the foregoing (the items referred Pledgor from time to time in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, the foregoing; and (c) all Proceeds and products of any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, “Collateral” shall not include any Dividends paid by the Borrower, in each case to the extent the payment of such Dividends is permitted under Section 9.04 of the Credit Agreement.

Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grants, mortgages, pledges, hypothecates grant and transfers pledge to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now owned or at any time hereafter acquired by such Pledgor on deposit therein, credited thereto or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Personpayable thereon, and all of its rights under each certificate or articles of incorporationinstruments, bylawsdocuments and other writings from time to time evidencing the Concentration Accounts, partnership agreementand all dividends, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; foregoing; (vb) subject all Stock of the Borrower or any Vessel Subsidiary Guarantor owned by such Pledgor from time to Section 5time and all options and warrants owned by such Pledgor from time to time to purchase Stock of the Borrower or any such Vessel Subsidiary Guarantor; (c) all Limited Liability Company Interests in the Borrower or any Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, all rights title and privileges of interest in each Pledgor with respect limited liability company to the Pledged Securities and other property referred to in clauses (i)which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all collateral granted the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or for the benefit otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor as security against any such limited liability company for the Pledged Debt Securities); and moneys loaned or advanced, for services rendered or otherwise; (viE) all proceeds of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating 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 Limited Liability Company Interests and any such limited liability company, 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) all Partnership Interests in the Borrower or a Vessel Subsidiary Guarantor owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, 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; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (e) all Proceeds of any and all of the foregoing.

Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s Grantor's right, title and interest in, to and under (a)(i) all shares of capital stock and other Equity Interests now owned or at any time hereafter acquired by such Pledgor or in which Grantor, including those set forth opposite the name of such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other propertyGrantor on Schedule II, and whether during the continuance of or on account of the liquidation of any such Person, (ii) all certificates and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, instruments representing all such Equity Interests (collectively, the “Pledged Equity SecuritiesInterests”); , provided that the Pledged Equity Securities Interests shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign CFC; (B) Equity Interests in any Person that is not a Subsidiary, to the extent such assignment, pledge and grant requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person or on any Loan Party, the consent of any governing body, shareholder, partner or member of such Person, or the consent of any other Person (in each case other than of Holdings or any of its Affiliates) and such consent shall not have been obtained; (C) the Equity Interests in any CFC to the extent the grant of any security interest therein would require the approval of any Governmental Authority; provided that each Grantor hereby agrees to use its commercially reasonable efforts to obtain any such requisite approval; or (D) the shares of capital stock and limited liability company interests and other Equity Interests identified in Schedule IIA (the Equity Interests so excluded under clauses (A) through (D) above being collectively referred to herein as the “Excluded Equity Interests”); provided further that, in any event, the term Excluded Equity Interests shall not include the shares of capital stock and limited liability company interests and other Equity Interests identified on Schedule II; (b)(i) the debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (ivc) subject to Section 53.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (a) and (b) above; (vd) subject to Section 53.06, all rights and privileges of each Pledgor such Grantor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vie) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such PledgorGrantor’s right, title and interest in, to and under, in each case whether now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor Grantor now has or at any time in the future may acquire any right, title or interest in, to or underinterest: (ia)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including, in any event, those listed opposite the name of such Grantor on Schedule I hereto, (as defined belowii) now or any other Equity Interests obtained in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts Grantor and other Persons in each case whether now existing or hereafter organized, together with its interest in (iii) the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash certificates or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, instruments representing all such Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), (ii) and (iii), collectively, the “Pledged Equity SecuritiesInterests”); provided that the Pledged Equity Securities Interests and the Pledged Collateral shall not include more (A) Equity Interests of any Person (other than a Wholly Owned Subsidiary), to the extent not permitted or restricted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Equity Interests; provided that such Equity Interest shall cease to be an Excluded Equity Interest (as defined below) for so long as such prohibition ceases to be in effect, (B) Equity Interests constituting an amount greater than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary or any Subsidiary that are held directly by a Foreign Subsidiary, (D) any Equity Interest with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that the pledge of such Equity Interest hereunder would result in material adverse tax consequences to Holdings and its Subsidiaries, including the imposition of withholding or other material taxes, (E) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law) or any Equity Interest in a Wholly Owned Subsidiary if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by such Subsidiary’s organizational documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest for so long as such prohibition ceases to be in effect and (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any material adverse tax consequences to Holdings and its Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) all Indebtedness from time to time owned by such Grantor, including, in any event, Indebtedness listed opposite the name of such Grantor on Schedule I hereto, (ii) all debt securities now or Indebtedness in the future held by or issued to or otherwise acquired by such Pledgor Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities Indebtedness (collectively, the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iiic) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereofof this Section 2.01 and Section 2.02; (ivd) subject to Section 52.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (a), (b) and (c) above; (ve) subject to Section 52.05, all rights and privileges of each Pledgor such Grantor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vif) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each The Pledgor hereby grants, mortgages, pledges, hypothecates assigns and ------ transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assignsTrustee, for the Trustee's individual benefit and the ratable benefit of the Secured PartiesHolders, as security for the prompt and complete payment and performance when due (whether at stated maturity, upon redemption or required repurchase, by acceleration or otherwise) of all the Obligations, a continuing first priority security interest in, in and lien on all of such Pledgor’s the right, title and interest of the Pledgor in, to and under the following shares, indebtedness and other personal property, in each case wherever located, whether now owned or at any time hereafter acquired by such Pledgor the Pledgor, whether now existing or hereafter coming into existence, or in which such the Pledgor now has or at any time in the future may acquire any right, title or interest in(collectively, to the "Collateral"): (a) the Pledged Shares, all options, warrants or under: (i) Equity Interests (as defined below) other rights for the purchase of any capital stock of any issuer of Pledged Shares now owned or hereafter acquired by or held in the name of the Pledgor, and any and all certificates or instruments now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account evidencing any of the liquidation of any such Personforegoing; (b) the Pledged Debt and the instruments evidencing the Pledged Debt, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; Debt; (vc) subject to Section 5, all rights and privileges additional shares of each Pledgor with respect to stock of any issuer of the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor Shares or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any other Subsidiary of the foregoing Pledgor from time to time acquired by the Pledgor in any manner (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”all of which additional shares shall, immediately and automatically upon such acquisition, be Pledged Shares). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options certificates or other rights entitling the holder thereof to purchase instruments now or acquire hereafter evidencing any of the foregoing.; (d) all additional indebtedness from time to time owed to the Pledgor and the instruments evidencing such indebtedness (all of which additional indebtedness shall, immediately and automatically upon its creation, be Pledged Debt), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all voting rights in respect of the Pledged Shares; (f) all dividends, interest, cash, instruments, securities and other rights and property from time to time received, receivable or otherwise distributed in respect of, or issued in exchange for, any or all of the foregoing; and (g) all cash and non-cash proceeds of the foregoing;

Pledge. (a) As security for the payment and performance, as the case may be, in full performance of all of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, transfers and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Agent a continuing security interest in all of Pledgor’s rights, titles and interests in, to and under the following (collectively referred to herein as the “Collateral”): (i) All of the issued and outstanding shares of capital stock, membership interests or other ownership interests of each Company described in Exhibit A attached hereto, and sixty-five percent (65%) of all additional shares of such Pledgor’s right, title and interest now owned or at any capital stock of Under Armour Canada from time to time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporationsany manner, partnershipsand one hundred percent (100%) of all additional shares of capital stock, limited liability companies, trusts and membership interests or other Persons in each case whether now existing or hereafter organized, together with its interest in the property ownership interests of each other Company from time to time hereafter acquired by Pledgor in any manner (all such Personshares of capital stock, its interest in membership interests or other ownership interests being hereinafter referred to as the capital of each such Person, its right to receive “Pledged Interests”); (ii) All distributions from each such Personor payments, whether in cash or other propertyin kind, and upon or in connection with the Pledged Interests, whether during the continuance of such distributions or on account of the liquidation payments are by reason of any such Persondividend, and all split, spinoff, merger or in partial or complete liquidation, or the result of its rights under each certificate or articles of incorporationreclassification, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust readjustment or any other organizational document or similar agreement of each such Person and changes in the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% capital structure of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; Companies or otherwise; (iiiii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes All subscriptions, warrants, options and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together rights issued upon or in connection with the Pledged Equity Securities, the “Pledged Securities”)Interests; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; and (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion All proceeds of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to foregoing items described in clauses (i), (ii), ) and (iii) above. (b) All certificates or instruments representing or evidencing the Collateral shall be delivered to, and (iv) above (includingheld by or on behalf of, without limitationthe Agent pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by, as applicable, Pledgor’s endorsement where necessary, or appropriate stock powers or other instruments of transfer or assignment in blank, all collateral granted in form and substance satisfactory to such Pledgor or for the benefit Agent. (c) Neither the Agent nor the Lenders shall have any duty with respect to any of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds Collateral other than the duty to use reasonable care in the safe custody of the Collateral in the Agent’s possession. Without limiting the generality of the foregoing, neither the Agent nor the Lenders shall be under any obligation to take any steps necessary to preserve the value of any of the foregoing Collateral or to preserve rights in the Collateral against any other Persons, but may do so at the Agent’s reasonable discretion, and all expenses incurred in connection therewith shall be for the sole account of the Borrowers. (d) If necessary, in the items referred opinion of the Agent, for the better protection of the Agent’s and the Lenders’ rights in and to in clauses (i) through (vi) above being collectively referred the Collateral and to facilitate implementation of such rights, Pledgor shall, upon the request of the Agent made at any time following delivery of the Collateral to the Agent, cause all the Collateral to be transferred, registered or otherwise put into the name of the Agent or such nominee or nominees as the “Collateral”)Agent shall from time to time direct. “Equity Interests” means To that end, if the Agent transfers all or any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any portion of the foregoingCollateral into its name or the name of its nominee or nominees, the Agent shall, upon the request of Pledgor, unless an Event of Default shall have occurred and be continuing, execute and deliver or cause to be executed and delivered to Pledgor, proxies with respect to the Pledged Interests and deliver to Pledgor all dividends and other distributions paid with respect to the Pledged Interests.

Pledge. (a) As security for the payment and performance, as the case may be, performance in full of the Secured Obligations, each Pledgor Grantor hereby grantsassigns, mortgages, pledges, hypothecates charges and transfers pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such PledgorGrantor’s right, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests now owned or at any time hereafter acquired by such Pledgor or in which Grantor, including those set forth opposite the name of such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other propertyGrantor on Schedule II, and whether during the continuance of or on account of the liquidation of any such Person, (ii) all certificates and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, instruments representing all such Equity Interests (collectively, the “Pledged Equity SecuritiesInterests”); provided that the Pledged Equity Securities Interests shall not include (A) solely with respect to the assignment, charge and pledge thereof, and creation of a security interest therein, by any U.S. Grantor (but not, for the avoidance of doubt, any Non-U.S. Subsidiary Grantor) to secure any Secured Obligation of any Person that is not a CFC or a CFC Holding Company (other than any Guarantee by the Company or any other Grantor of any Secured Obligations of any CFC or CFC Holding Company), more than 65% of the issued and outstanding voting Equity Interests in any CFC or CFC Holding Company or (B) any of the foregoing assets if, to the extent and for so long as it is an Excluded Property (it being understood that the foregoing assignment, charge, pledge and security interest shall immediately attach to, and Pledged Equity Interests shall immediately include, any Foreign Subsidiary; such asset (iior any portion thereof) all debt securities now upon such asset (or in the future held by or issued such portion thereof) ceasing to such Pledgor and the promissory notes and any other instruments evidencing such debt securities be an Excluded Property) (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, Interests so excluded pursuant to this proviso being collectively referred to herein as the “Pledged SecuritiesExcluded Equity Interests”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (ib), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. 2.1 The Pledgor, comprised of Shareholder A and Shareholder B, pledges to the Pledgee their respective equity interests (athe 90% equity interest held by Shareholder A represents a capital contribution of RMB2.25 million; and the 10% equity interest held by Shareholder B represents a capital contribution of RMB0.25 million) As security for in the payment Operation Company to guarantee complete and performance, as full satisfaction by the case may beOperation Company of the aforesaid rights and interests of the Pledgee under the Service Agreement and the Option Agreement. The Pledge Right refers to the right of the Pledgee to have its claims satisfied, in full priority to others, with the estimated price of the Obligations, each Equity Interest pledged by the Pledgor hereby grants, mortgages, pledges, hypothecates with the Pledgee or the proceeds from the auction or sale thereof. Such Pledge Right shall extend to any dividend or premium arising from the Equity Interest or transfer thereof during the term of this Agreement. 2.2 Each of Shareholder A and transfers to Shareholder B has obtained the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit consent of the Secured Parties, a continuing security interest in, other party (shareholder) to its pledge with the Pledgee of all of such Pledgor’s right, title and its equity interest in the Operation Company that it now owned owns or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time may own in the future may acquire any right, title or interest in, to or under: (iand such other party(shareholder) Equity Interests (as defined below) now or in the future held by or issued has unconditionally waived its right of first refusal with respect to such Pledgor equity interest. 2.3 During the term of this Agreement, the Pledgee shall not be held liable for, nor shall Shareholder A and/or Shareholder B be entitled to bring any claim or demand against the Pledgee in corporationsconnection with, partnershipsany diminution of the value of the pledged Equity Interest, limited liability companiesunless such value diminution arises from any intentional act or omission of the Pledgee or any gross negligence of the Pledgee having a direct causal link with such value diminution. 2.4 Subject to the provisions of Article 2.3, trusts where the Equity Interest is likely to suffer any evident diminution in value, which is sufficient to endanger the rights of the Pledgee, the Pledgee may at any time, on behalf of Shareholder A and/or Shareholder B, auction or sell the pledged Equity Interest, and other Persons may afterwards, subject to agreement with Shareholder A and/or Shareholder B, either apply the proceeds from such auction or sale towards early satisfaction of any and all liabilities or obligations under the Service Agreement and the Option Agreement, or place such proceeds under the custody of a notary office at the place of the Pledgee (All costs and expenses arising in each case whether now existing connection therewith shall be borne by the Pledgee.). 2.5 Subject to prior written consent of the Pledgee, Shareholder A and/or Shareholder B may increase the capital of the Operation Company (including without limitation, by way of capital injection, and capitalization of public reserve fund or hereafter organized, together with its interest in the property of each such Person, its interest undistributed profit). Any increase in the capital of each such Person, its right contribution by Shareholder A and/or Shareholder B to receive distributions the Operation Company resulting from each such Person, whether any capital increase effected by Shareholder A and/or Shareholder B in cash or other property, and whether during the continuance of or on account respect of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities Operation Company shall not include more than 65% also become part of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant Interest subject to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingPledge hereunder.

Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such PledgorGrantor’s right, title and interest in, to and under, in each case whether now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor Grantor now has or at any time in the future may acquire any right, title or interest in, to or underinterest: (ia)(i) the shares of capital stock and other Equity Interests owned by such Grantor, including, in any event, those listed opposite the name of such Grantor on Schedule I hereto, (as defined belowii) now or any other Equity Interests obtained in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts Grantor and other Persons in each case whether now existing or hereafter organized, together with its interest in (iii) the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash certificates or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, instruments representing all such Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), (ii) and (iii), collectively, the “Pledged Equity SecuritiesInterests”); provided that the Pledged Equity Securities Interests and the Pledged Collateral shall not include more (A) Equity Interests of any Person (other than a Wholly Owned Subsidiary), to the extent not permitted or restricted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Equity Interests; provided that such Equity Interest shall cease to be an Excluded Equity Interest (as defined below) for so long as such prohibition ceases to be in effect, (B) Equity Interests constituting an amount greater than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary or any Subsidiary that are held directly by a Foreign Subsidiary, (D) any Equity Interest with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that the pledge of such Equity Interest hereunder would result in material adverse tax consequences to the Borrower and its Subsidiaries, including the imposition of withholding or other material taxes, (E) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law) or any Equity Interest in a Wholly Owned Subsidiary if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by such Subsidiary’s organizational documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest for so long as such prohibition ceases to be in effect and (F) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any material adverse tax consequences to the Borrower and its Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests excluded pursuant to clauses (A) through (F) above being referred to as the “Excluded Equity Interests”); (b)(i) all Indebtedness from time to time owned by such Grantor, including, in any event, Indebtedness listed opposite the name of such Grantor on Schedule I hereto, (ii) all debt securities now or Indebtedness in the future held by or issued to or otherwise acquired by such Pledgor Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities Indebtedness, excluding, in each case the [LuxCo Note] for the 90-day period following the Closing Date (or such longer period acceptable to the Administrative Agent in its sole discretion)1 (collectively, the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iiic) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereofof this Section 2.01 and Section 2.02; (ivd) subject to Section 52.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (a), (b) and (c) above; (ve) subject to Section 52.05, all rights and privileges of each Pledgor such Grantor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vif) all proceeds Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each the Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for its own benefit and the ratable benefit of the Secured other Credit Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest now in, to and under: 2.1 all shares of capital stock, partnership interests, limited liability company membership interests and other equity interests owned by the Pledgor, or at any time hereafter acquired by such Pledgor or in which such the Pledgor now has or at any time may acquire in the future may acquire any right, title or interest ininterest, to or under: (i) Equity Interests (as defined below) now or including, in the future held by or issued to such Pledgor in corporationsany event, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of entity designated as an “Issuer” on Schedule I hereto (each such Personentity, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other propertyan “Issuer”), and whether during the continuance any shares of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylawscapital stock, partnership agreementinterests, limited liability company agreementmembership interests or other equity interests obtained in the future by the Pledgor, operating agreementwhether owned beneficially or of record and whether by ownership, declaration of trust security interest, claim or any other organizational document or similar agreement of each such Person otherwise and the certificates, if any, stock certificates or other security certificates (as defined in the UCC) representing all such Equity Interests shares, membership interests or other equity interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged Securities”); (iii) provided that, the Pledged Securities shall not include any Excluded Assets; 2.2 all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5dividends, all payments of principal or interest, dividendsdistributions, cash, instruments and other property from time to time received, receivable or otherwise distributeddistributed or distributable, in respect of, in exchange for for, or upon the conversion of of, the Pledged Securities; (v) subject Securities referred to Section 5, in clause 2.1 above; 2.3 all rights and privileges of each the Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) clause 2.1 and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)2.2 above; and (vi) and 2.4 all proceeds of any of the foregoing, including whatever is receivable or received when any of the foregoing is sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and including, without limitation, proceeds of any indemnity or guaranty payable to the Pledgor or the Administrative Agent from time to time with respect to any of the Pledged Collateral (the items referred to in clauses (i) 2.1 through (vi) above 2.3 being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for its own benefit and the benefit of the other Credit Parties, until (x) all shares of capital stockthe Secured Obligations (other than contingent indemnification obligations for which claims have not yet been asserted) have been indefeasibly paid in full in cash or otherwise satisfied or (y) the termination or release in accordance with Section 11 hereof; subject, partnership interestshowever, membership interests in a limited liability companyto the terms, beneficial interests in a trust covenants and conditions hereinafter set forth. Upon delivery to the Administrative Agent pursuant to Section 3 of this Agreement, all stock certificates or other equity ownership interests securities now or hereafter included in a Person, and any and all warrants, options the Pledged Securities required to be delivered to the Administrative Agent shall be accompanied by stock powers duly executed in blank or other rights entitling instruments of transfer reasonably satisfactory to the holder thereof Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request to purchase or acquire any ensure validity and perfection of the foregoingsecurity interest granted hereunder. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall supplement Schedule I attached hereto and made a part hereof.

Pledge. (a) As Each Pledgor hereby pledges to Agent, on behalf of itself and the Lenders, and grants to Agent, on behalf of itself and the Lenders, a first priority security for the payment and performance, as the case may be, interest in full all of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all following of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash arising or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests acquired (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesCollateral”); ): (iiia) the Pledged Shares and all other property that may be delivered to documents and held by certificates representing or evidencing the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5Pledged Shares, all payments rights, privileges, authority and powers of principal Pledgor as owner or interestholder of the Pledged Shares (including rights arising under the bylaws, articles and similar organizational documents) and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, Shares and all rights to receive payment of principal and privileges of each interest on loans made by Pledgor with respect to Pledged Entity and all books, records and documents pertaining to the foregoing; (b) such portion, as determined by Agent as provided in Section 7(d) below, of any additional shares of Stock of a Pledged Securities Entity from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, distributions, cash, instruments and other property referred or proceeds from time to time received, receivable or otherwise distributed in clauses (i), (ii), (iii) and (iv) above (including, without limitation, respect of or in exchange for any or all collateral granted to such Pledgor or for the benefit of such Pledgor as security for Stock; (c) the Pledged Debt Securities)Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and and (vid) all proceeds of any of additional Indebtedness arising after the foregoing (the items referred date hereof and owing to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any Pledgor and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all shares interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingthat Indebtedness.

Pledge. To secure all of the Obligations (a) As security including the Obligations that would be owed by the Pledgor to the Secured Party but for the payment and performancefact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Pledgor), as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, unconditionally pledges, hypothecates transfers, conveys, hypothecates, grants and transfers assigns to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Party a continuing security interest in, in and security title to all of such Pledgor’s right, title and interest the following property now owned or at any time hereafter acquired by such the Pledgor or in which such the Pledgor now has has, or at any time may acquire in the future may acquire future, any right, title or interest inthereto (collectively, to or under: the "Collateral"): (ia) Equity the Pledged Interests (as defined belowincluding the Pledged Interests described in Schedule 1 hereto) now or in and all substitutions therefor and replacements thereof, all proceeds and products thereof and all rights relating thereto, including, without limitation, the future held by or issued to such Pledgor in corporationscertificates representing any of the Pledged Interests, partnershipsall warrants, limited liability companiesoptions, trusts share appreciation rights and other Persons rights, contractual or otherwise, in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, respect thereof and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributeddistributed in respect of or in addition to, in respect substitution of, on account of, or in exchange for for, any or upon the conversion all of the Pledged SecuritiesInterests, whether now owned or hereafter acquired by the Pledgor; (b) all of the Pledgor's rights, powers and remedies (but not the Pledgor's obligations) under the limited liability company operating agreements of the Pledged Companies that are limited liability companies (collectively, the "Operating Agreements") and under the partnership agreements of the Pledged Companies that are general or limited partnerships (collectively, the "Partnership Agreements"), as applicable; and (vc) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)extent not otherwise included, (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing. The Pledgor has delivered to and deposited with the Secured Party all certificates owned by the Pledgor representing the Pledged Interests to the extent such Pledged Interests are represented by certificates and undated powers endorsed in blank with respect to such certificates. In addition, the Pledgor has delivered to the Secured Party all of the Uniform Commercial Code financing statements, in suitable form for recording, with respect to all of the Collateral that is not represented by certificates that are necessary to perfect the security interest granted to the Secured Party under this Pledge Agreement in such Collateral, and further authorizes the Secured Party at any time and from time to time, as applicable, to prepare and file appropriate Uniform Commercial Code financing statements with respect to all or any part of the Collateral.

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, for its successors benefit and assignsthe benefit of Lenders and each party to a Hedging Transaction incurred to limit interest rate or fee fluctuation with respect to the Loans and Letters of Credit if at the date of entering into such Hedging Transaction such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Administrative Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Article IX and X of the Credit Agreement (each such person a “Specified Hedge Provider”, the Administrative Agent, the Lenders and hereby the Specified Hedge Providers, collectively, referred to herein as the “Secured Parties” and each a “Secured Party”) and grants to the Administrative Agent, for its successors benefit and assigns, for the ratable benefit of the Secured Parties, a continuing first priority security interest in, in all of such Pledgor’s right, title and interest in, to and under the following property, whether now owned by or at any time owing to, or hereafter acquired by or arising in favor of such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesCollateral”); ): (iiia) all other property that may be delivered to The Pledged Shares and held by the Administrative Agent pursuant to certificates representing the terms Pledged Shares, and, except as expressly provided for in Section 8 hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; Shares; (vb) subject Any stock or other securities acquired by any Pledgor or such Pledgor’s designees with respect to, incident to Section 5or in lieu of the Pledged Shares or with respect to, incident to or in lieu of the Pledged Collateral (x) due to any dividend, stock-split, stock dividend or distribution on dissolution, or partial or total liquidation, or for any other reason, (y) in connection with a reduction of capital, capital surplus or paid-in-surplus or (z) in connection with any spin-off, split-off, reclassification, readjustment, merger, consolidation, sale of assets, combination of shares or any other plan of distribution affecting of the those companies listed on Schedule I; (c) Any subscription or other rights or options issued in connection with the Pledged Shares, and, if exercised by any Pledgor, all new shares or other securities so acquired by such Pledgor, which shall promptly be assigned and delivered to the Administrative Agent and held under the terms of this Pledge Agreement in the same manner as the Pledged Shares originally pledged hereunder; (d) Any and all proceeds, monies, income and benefits arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable or distributable with respect to, all or any of the Pledged Shares or other securities and rights and privileges interests described in this Section 2, except as expressly provided for in Section 8 hereof; (e) The Pledged Membership Interests, if any, and any certificates at any time representing the Pledged Membership Interests, [it being understood that the Pledged Membership Interests are, as of the date hereof, uncertificated,] and all cash, securities, dividends, rights, and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Membership Interests; (f) All of such Pledgor’s right, title and interest as a member in each Pledgor limited liability company listed on Part B of Schedule I (the “LLCs”), whether now owned or hereafter acquired, including all of such Pledgor’s right, title and interest in, to and under the limited liability company agreements described on Part B of Schedule I (as such agreements have heretofore been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, collectively, the “LLC Agreements”) to which it is a party (including, the right to vote with respect to and to manage and administer the Pledged Securities business of such LLCs) together with all other rights, interests, claims and other property referred of such Pledgor in any manner arising out of or relating to its membership interest in clauses (i)the LLCs, (ii)whatever their respective kind or character, (iii) whether they are tangible or intangible property, and (iv) above (wheresoever they may exist or be located, and further including, without limitation, (1) all collateral granted to rights of such Pledgor to receive distributions of any kind, in cash or otherwise, due or to become due under or pursuant to each such LLC Agreement or otherwise in respect of such LLCs, (2) all rights of such Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to each such LLCs, (3) all claims of such Pledgor for damages arising out of, or for the benefit breach of, or for a default under, each such LLC Agreement, (4) any certificated or uncertificated security evidencing any of the foregoing issued by such LLCs to such Pledgor, (5) any interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Pledgor’s interest as security for a member in the Pledged Debt Securities); LLCs and (vi6) to the extent not included in the foregoing, all proceeds of any and all of the foregoing (foregoing; provided, however, that notwithstanding anything herein to the items referred to in clauses contrary; (i) through Each Pledgor shall remain liable under the LLC Agreements to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Pledge Agreement had not been executed; (viii) above being collectively referred The exercise by the Administrative Agent of any of its rights hereunder shall not release any Pledgor from any of its duties or obligations under the LLC Agreements (other than to the extent a Pledgor is precluded from performing such duties solely as a result of the “Collateral”Administrative Agent’s having exercised such rights or remedies). “Equity Interests” means ; (iii) The Administrative Agent shall not have any and all shares obligation or liability under the LLC Agreements by reason of capital stockthis Pledge Agreement, partnership interestsnor shall the Administrative Agent be obligated to perform any of the obligations or duties of the Pledgors thereunder, membership interests to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Pledgors or the sufficiency of any performance by any party under any such LLC Agreement, or to take any action to collect or enforce any claim for payment assigned hereunder; and (iv) Without limiting the generality of the foregoing, neither the grant of the security interest in the Pledged Collateral in favor of the Administrative Agent as provided herein nor the exercise by the Administrative Agent of any of its rights hereunder nor any action by the Administrative Agent in connection with a foreclosure on the Pledged Collateral shall be deemed to constitute the Administrative Agent or any other Secured Party a member of any limited liability company, beneficial interests in a trust or ; (g) The Pledged Notes and the instruments and other equity ownership interests in a Persondocuments representing the Pledged Notes, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for the Pledged Notes; and (h) All additional promissory notes from time to time acquired by such Pledgor in any manner and the instruments and other documents representing such promissory notes and all warrantsinterest, options cash, instruments and other property, or other rights entitling the holder thereof proceeds from time to purchase time received, receivable or acquire otherwise distributed in respect of or in exchange for any or all of the foregoingsuch promissory notes.

Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (a) As security for but subject to the payment and performance, as proviso at the case may be, in full end of the Obligationsthis Section 3.1, each Pledgor does hereby grants, mortgages, pledges, hypothecates grant and transfers pledge to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”): (a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (v) subject , together with all rights, privileges, authority and powers of such Pledgor relating to Section 5, all rights and privileges such Securities in each such issuer or under any organizational document of each Pledgor with respect to such issuer, and the Pledged certificates, instruments and agreements representing such Securities and other property referred any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in clauses (i)each limited liability company to which each such Limited Liability Company Interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all collateral granted its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets of such limited liability company and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or for the benefit otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor as security against any such limited liability company for the Pledged Debt Securities); and monies loaned or advanced, for services rendered or otherwise; (viE) all proceeds of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating 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 Limited Liability Company Interests and any such limited liability company, 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 (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means or for any and all shares Limited Liability Company Asset of capital stock, partnership interests, membership interests in a such limited liability company, beneficial interests in a trust to enforce or execute any checks, or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets of any such partnership and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating 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 Partnership Interests and any such partnership, 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; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (e) all Securities Accounts, Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (g) all Proceeds of any and all of the foregoing; provided that (i) (x) except to the extent that such pledge is to secure a Pledgor’s guaranty of a Canadian Credit Party’s Obligations, no Voting Equity Interests of any Foreign Subsidiary which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Subsidiary shall be pledged hereunder, provided, however, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of Stock in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, the Equity Interests shall include, and the security interest granted by each Pledgor shall attach to, such greater percentage of Voting Equity Interests of each directly owned Foreign Subsidiary that is a Subsidiary of such Pledgor to secure all other Obligations and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in the preceding clause (x) and (ii) notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 3.1 hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (x) any Equity Interests owned by any Pledgor in any Person for so long as the grant of such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Company, a breach or termination pursuant to the terms of, or a default under, any Indebtedness assumed by the Company or any of its Subsidiaries pursuant to Section 10.04(g) of the Credit Agreement or any organizational document of such Person (although the Company will use its commercially reasonable efforts to endeavor that the organizational documents of a Subsidiary do not contain a restriction on the pledge thereof), (B) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above and (y) any treasury stock of a Pledgor or other Margin Stock, in each case, unless the Secured Creditors have made any necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith; provided however, that each applicable Pledgor shall provide to the Secured Creditors notice of the existence of any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any compliance certificate required to be delivered pursuant to Section 9.01(d) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Creditors have made such necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith.

Pledge. (a) As security To secure the Obligations and for the payment purposes set forth ------ in Section 1, each Pledgor hereby: (i) grants and performancepledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, in full or such other instruments of transfer as are acceptable to the ObligationsPledgee; (iii) assigns, each Pledgor hereby grantstransfers, hypothecates, mortgages, pledges, hypothecates charges and transfers sets over to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, Pledgee all of such Pledgor’s 's right, title and interest now owned in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Agreement; (iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interest and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation: (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time hereafter acquired by be entitled in respect of such Pledgor Partnership Interest and/or Membership Interest; (b) all other payments due or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued become due to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property respect of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonPartnership Interest and/or Membership Interest, whether in cash or other property, and whether during the continuance of or on account of the liquidation of under any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreementagreement or otherwise, operating agreementwhether as contractual obligations, declaration damages, insurance proceeds or otherwise; (c) all of trust or any other organizational document or similar agreement of each such Person its claims, rights, powers, privileges, authority, options, security interest, liens and the certificatesremedies, if any, representing under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest; (d) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% present and future claims, if any, of the issued Pledgor against any Pledged Partnership and outstanding voting Equity Interests any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise; (e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or any 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 any Foreign Subsidiary; (ii) all debt securities now Partnership Interest or in the future held by or issued to such Pledgor and the promissory notes Membership Interest and any other instruments evidencing such debt securities Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing, 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 “Pledged Securities”); foregoing; (iiif) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)thereof; and (vig) to the extent not otherwise included, all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and or all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As collateral security for the payment and performance, as performance when due of all the case may be, in full of the Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, transfers and hereby grants to the Administrative Agent, Trustee for its successors benefit and assigns, for the ratable benefit of the Secured Parties, a continuing first priority security interest in, in and to all of such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such of Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in and under the future held by or issued to such Pledgor in corporationsfollowing property, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedacquired of such Pledgor (collectively, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and "PLEDGED COLLATERAL"): (a) all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests Capital Stock of each Person described under such Pledgor's name in SCHEDULE I hereto (the "PLEDGED SHARES") (which are and shall remain at all times until this Agreement terminates, certificated shares), including the certificates representing the Pledged Shares and any interest of such Pledgor in the entries on the books of any Foreign Subsidiary; financial intermediary pertaining to the Pledged Shares all of the foregoing together with stock powers endorsed in blank for each share; (iib) all debt additional shares of Capital Stock, or options, warrants or other rights to acquire Capital Stock, of any issuer of the Pledged Shares from time to time acquired by such Pledgor in any manner (which, if certificated, shall remain at all times until this Agreement terminates, certificated securities) (which shares shall be deemed to be part of the Pledged Shares), including the certificates representing such additional securities now or and any interest of such Pledgor in the future held by or issued entries on the books of any financial intermediary pertaining to such Pledgor and additional securities all of the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, foregoing together with the Pledged Equity Securities, the “Pledged Securities”); stock powers endorsed in blank for each share; (iiic) all other property that may be delivered to so long as a Default or an Event of Default shall have occurred and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5is continuing, all payments of principal or interest, dividends, cashdistributions, instruments returns of capital and other property from time to time received, receivable or otherwise distributed, distributed to such Pledgor in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; Shares (v) subject to Section 5collectively, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities"DISTRIBUTIONS"); and and (vid) all proceeds Asset Sale Proceeds from an Asset Sale of any of the foregoing (the items referred to in clauses until (i) through such cash and Cash Equiva- lents are applied (viA) above being collectively referred to rxxxx Indebtedness in accordance with Section 4.17 of the Indenture, (B) to an investment pursuant to clause (iii)(b) of the first paragraph of Section 4.17 of the Indenture or (C) to repurchase Notes pursuant to an Excess Proceeds Offer in accordance with Section 4.17 of the Indenture or (ii) such Asset Sale Proceeds are no longer required to be applied to such uses pursuant to Section 4.17 of the Indenture. (e) the Trustee shall invest such Distributions as directed in writing by a majority of the “Collateral”Noteholders in Permitted Investments (as defined in the Indenture). “Equity Interests” means The Trustee shall not be responsible for any and all shares loss that results from making an investment in accordance with these instructions including any loss of capital stockprincipal, partnership interests, membership interests in a limited liability company, beneficial interests in a trust interest or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingpenalty.

Pledge. (a) As security for the full, prompt and complete payment and performanceperformance when due (whether at stated maturity, as by acceleration or otherwise) of all Obligations arising under the case may beLoan Documents, together with, without limitation, the prompt payment of all of Lender’s Expenses, Pledgor hereby pledges to Lender, and grants to Lender a security interest in full all of the Obligationsfollowing (collectively, each the “Pledged Collateral”), except as specifically provided in Section 6, below: (i) the Pledged Interests owned or held by Pledgor hereby grantsand the certificates representing such Pledged Interests, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest inincluding without limitation, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to and under all (A) proceeds, distributions of profits and income associated with the Pledged Interests, (B) capital distributions from each Company, (C) distributions of cash flow by each Company, (D) proceeds of any liquidation upon the dissolution of any Company and winding up of the affairs of any Company, and (E) all other rights of Pledgor as a stockholder or under: (i) Equity Interests (as defined below) now or in member of each Company including, without limitation, rights to reports, accounting, information and voting to the future held extent permitted by or issued to such Pledgor in corporationslaw, partnerships, limited liability companies, trusts and other Persons in each case whether now presently existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; arising; (ii) all debt securities now or in the future voting trust certificates held by or issued Pledgor evidencing the right to such Pledgor and the promissory notes and vote any other instruments evidencing such debt securities (the “Pledged Debt Securities” Interests subject to any voting trust; and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all additional shares or other property that may equity interests and voting trust certificates from time to time acquired by Pledgor in any manner (which additional shares or other equity interests shall be delivered deemed to be part of the Pledged Interests), and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5certificates representing such additional shares or other equity interests, and all payments of principal or interestdividends, dividendsdistributions, cash, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoinginterests.

Pledge. (a) As security for the payment and in full in cash or performance, as the case may be, in full of the its Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest now in, to and under (a) the Equity Interests directly owned or at by it (including those listed on Schedule II) and any time hereafter acquired other Equity Interests obtained in the future by such Pledgor or in which such Pledgor now has or at and any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, certificates representing all such Equity Interests (the “Pledged Equity SecuritiesStock”); provided that the Pledged Equity Securities Stock shall not include more than 65% of (i) the issued and outstanding voting Equity Interests of any Foreign Subsidiary; Subsidiary directly owned by such Pledgor to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary to be pledged hereunder, (ii) all to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of a Subsidiary to the extent that, as of the date hereof, and for so long as, such a pledge of such Equity Interests would violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; provided, further, that, (x) Equity Interests will constitute Pledged Stock only to the extent that such Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933 (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency); (y) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced (i) the debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities now or in the future held by or issued to such Pledgor Pledgor, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt obligations and debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (ivc) subject to Section 53.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (a) and (b) above; (vd) subject to Section 53.05 hereof, all rights and privileges of each such Pledgor with respect to the Pledged Securities securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vie) all proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and all shares of capital stockpreferences pertaining or incidental thereto, partnership interestsunto the Collateral Agent, membership interests in a limited liability companyits successors and permitted assigns, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling for the holder thereof to purchase or acquire any ratable benefit of the foregoingSecured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (a) As security for but subject to the payment and performance, as proviso at the case may be, in full end of the Obligationsthis Section 3.1), each Pledgor does hereby grants, mortgages, pledges, hypothecates grant and transfers pledge to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”): (a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; , together with NEWYORK 9251668 (v2K) subject all rights, privileges, authority and powers of such Pledgor relating to Section 5, all rights and privileges such Securities in each such issuer or under any organizational document of each Pledgor with respect to such issuer, and the Pledged certificates, instruments and agreements representing such Securities and other property referred any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in clauses (i)each limited liability company to which each such Limited Liability Company Interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all collateral granted its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets of such limited liability company and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or for the benefit otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor as security against any such limited liability company for the Pledged Debt Securities); and monies loaned or advanced, for services rendered or otherwise; (viE) all proceeds of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating 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 Limited Liability Company Interests and any such limited liability company, 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 (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means or for any and all shares Limited Liability Company Asset of capital stock, partnership interests, membership interests in a such limited liability company, beneficial interests in a trust to enforce or execute any checks, or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire connection with any of the foregoing; and NEWYORK 9251668 (2K) (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets of any such partnership and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, Liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating 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 Partnership Interests and any such partnership, 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; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; NEWYORK 9251668 (2K) (e) all Securities Accounts, Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (g) all Proceeds of any and all of the foregoing; provided that (i) (x) except to the extent that such pledge is to secure a Pledgor’s guaranty of a Canadian Credit Party’s Obligations, no Voting Equity Interests of any Foreign Subsidiary which represents more than 66% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Subsidiary shall be pledged hereunder, provided, however, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of Stock in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, the Equity Interests shall include, and the security interest granted by each Pledgor shall attach to, such greater percentage of Voting Equity Interests of each directly owned Foreign Subsidiary that is a Subsidiary of such Pledgor to secure all other Obligations and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in the preceding clause (x) and (ii) notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 3.1 hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (x) any Equity Interests owned by any Pledgor in any Person for so long as the grant of such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Company, a breach or termination pursuant to the terms of, or a default under, any Indebtedness assumed by the Company or any of its Subsidiaries pursuant to Section 10.04(g) of the Credit Agreement or any organizational document of such Person (although the Company will use its commercially reasonable efforts to endeavor that the organizational documents of a Subsidiary do not contain a restriction on the pledge thereof), (B) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above and (y) any Margin Stock, unless the Secured Creditors have made any necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith and the respective Pledgor shall have provided the respective Secured Creditors with an executed Form FR U-1 or Form FR G-3, as applicable; provided further, that each applicable Pledgor NEWYORK 9251668 (2K) shall provide to the Secured Creditors notice of the existence of any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 9.01(a) and 9.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Creditors have made such necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith and the respective Pledgor shall have provided the respective Secured Creditors with an executed Form FR U-1 or Form FR G-3, as applicable.

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, hypothecates, transfers, delivers and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesPledgee, a continuing security interest inin the following assets, properties and items ((i) whether now existing or hereafter existing, and (ii) whether consisting of investment property, accounts, payment intangibles or other general intangibles, or proceeds of any Pledged Collateral as hereafter defined (collectively the “Pledged Collateral”)): (i) all of such Pledgor’s rightequity interests in each Domestic Issuer and sixty-five percent (65%) of such Pledgor’s voting equity interests and one hundred percent (100%) of such Pledgor’s non-voting equity interests in each Foreign Issuer or one hundred percent (100%) of the equity in such Foreign Issuer if a guarantee of the Obligations by such issuer would not have an adverse U.S. Federal income tax consequence to such Pledgor, title and interest now owned or at any time hereafter acquired by such Pledgor or in which Pledgor, including, without limitation, such Pledgor now has or at any time Pledgor’s (A) interests in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts profits and other Persons in each case whether now existing or hereafter organized, together with its interest in the property losses of each such Personissuer, its interest in the capital (B) rights and interests to receive distributions of each such Person, its right to receive distributions from each such Person, whether in cash or other property, issuer’s assets and whether during the continuance of or on account of the liquidation of any such Person, properties and all of its (C) rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificatesinterests, if any, representing all to participate in the management of each such Equity Interests issuer related to such equity interests (collectively, the “Pledged Equity SecuritiesInterests”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; , (ii) all debt securities now or in the future held by or issued to rights, privileges, authority and powers of such Pledgor and as an owner or holder of the promissory notes and any other instruments evidencing limited liability company or membership interests or units of such debt securities (the “Pledged Debt Securities” andissuers/Pledgors as owners of such issuers, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be hereafter delivered to and held by to, or in the Administrative Agent pursuant possession or in the custody of, Pledgee in substitution for or in addition to the terms hereof; Pledged Interests, (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and any other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for in connection with the Pledged Debt Securities); Interests, as described in Section 4 below, now or hereafter delivered to, or in the possession or custody of Pledgor, and (viv) all proceeds of any the Pledged Collateral, as collateral security for: (a) the prompt and complete payment when due in accordance with the terms of the Loan Documents (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and (b) the due and punctual payment and performance by each Pledgor of its obligations and liabilities under, arising out of or in connection with this Agreement; (all of the foregoing (the items being referred to in clauses (i) through (vi) above being hereinafter collectively referred to as the “CollateralLiabilities”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgagespledge, pledgeshypothecate, hypothecates mortgage, charge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”): (i) all of the Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities (and all certificates or instruments evidencing such Securities); (ii) each Collateral Account, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Credit Document to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesinstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (iforegoing), (ii), ; (iii) all of such Pledgor’s (x) Partnership Interest and all of such Pledgor’s right, title and interest in each Pledged Partnership and (ivy) above (Membership Interest and all of such Pledgor’s right, title and interest in each Pledged LLC, in each case including, without limitation: (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest and/or Membership Interest; (b) all collateral granted other payments due or to become due to such Pledgor in respect of such Partnership Interest and/or Membership Interest, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for the benefit moneys loaned or advanced, for services rendered or otherwise; (e) all of such Pledgor’s rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor as security for relating to the Pledged Debt Securities); Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means take any and all shares other action on behalf of capital stock, partnership interests, membership interests and in a limited liability company, beneficial interests the name of such Pledgor in a trust respect of any Partnership Interest or other equity ownership interests in a Person, Membership Interest and any Pledged Partnership and all warrantsany Pledged LLC to make determinations, options to exercise any election (including, but not limited to, election of remedies) or other rights entitling the holder thereof option or to purchase give or acquire 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, 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; and (f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (iv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (v) all Proceeds of any and all of the foregoing.

Pledge. (a) As security To secure the Obligations of such Pledgor and for the payment purposes set forth in Section 1 hereof, each Pledgor hereby pledges and performancegrants to the Pledgee a first priority continuing security interest in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee all of the following, whether now existing or hereafter acquired (the "Collateral"): (i) such Pledgor's Partnership Interest in each Pledged Partnership Entity and all of such Pledgor's right, title and interest in each Pledged Partnership Entity and (ii) such Pledgor's Limited Liability Company Interest in each Pledged Limited Liability Company and all of such Pledgor's right, title and interest in each Pledged Limited Liability Company, in each case whether now or hereafter acquired and including, without limitation: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below), Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be; (B) all other payments due or to become due to such Pledgor in respect of such Partnership Interest or Limited Liability Company Interest, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at whether under any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreementagreement or otherwise, declaration whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of trust or any other organizational document or similar agreement of each such Person its claims, rights, powers, privileges, authority, options, security interest, liens and the certificatesremedies, if any, representing all under any partnership agreement, limited liability company agreement or operating agreement or at law or otherwise in respect of such Equity Interests Partnership Interest or Limited Liability Company Interest, as the case may be; (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (iiD) all debt securities now present and future claims, if any, of such Pledgor against any Pledged Partnership Entity or Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any partner- ship agreement, limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interest or Limited Liability Company Interest, as the case may be, including any power to terminate, cancel or modify any partnership agreement, limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the future held by or issued to name of such Pledgor and the promissory notes in respect of such Partnership Interest or Limited Liability Company Interest and any other instruments evidencing such debt securities Pledged Partnership Entity or Pledged Limited Liability Company, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing or for any Partnership Asset or Limited Liability Company 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 “Pledged Securities”foregoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuance of an Event of Default); ; (iiiF) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all thereof; and (G) to the conversion extent not otherwise included, all proceeds of any or all of the Pledged Securities; foregoing. (vb) subject to Section 5As used herein, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)) the term "Partnership Assets" shall mean all assets, (ii)whether tangible or intangible and whether real, (iii) and (iv) above personal or mixed (including, without limitation, all collateral granted to such Pledgor partnership capital and interests in other partnerships), at any time owned or for the benefit of such Pledgor as security for the Pledged Debt Securities)represented by any Partnership Interest; and (viii) the term "Limited Liability Company Assets" shall mean all proceeds of any of the foregoing assets, whether tangible or intangible and whether real, personal or mixed (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any including, without limitation, all limited liability company capital and all shares of capital stock, partnership interests, membership interests in a other limited liability companycompanies), beneficial interests in a trust at any time owned or other equity ownership interests in a Person, and represented by any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingLimited Liability Company Interest.

Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgagespledge, pledgeshypothecate, hypothecates mortgage, charge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”): (i) all of the Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities (and all certificates or instruments evidencing such Securities); (ii) each Collateral Account, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each any such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonCollateral Account, whether in cash now owned or other propertyhereafter acquired, and whether during the continuance of existing or on account of the liquidation arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesinstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (iforegoing), (ii), ; (iii) all of such Pledgor’s (x) Partnership Interest and all of such Pledgor’s right, title and interest in each Pledged Partnership and (ivy) above (Membership Interest and all of such Pledgor’s right, title and interest in each Pledged LLC, in each case including, without limitation: (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest and/or Membership Interest; (b) all collateral granted other payments due or to become due to such Pledgor in respect of such Partnership Interest and/or Membership Interest, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest; (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for the benefit moneys loaned or advanced, for services rendered or otherwise; (e) all of such Pledgor’s rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor as security for relating to the Pledged Debt Securities); Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means take any and all shares other action on behalf of capital stock, partnership interests, membership interests and in a limited liability company, beneficial interests the name of such Pledgor in a trust respect of any Partnership Interest or other equity ownership interests in a Person, Membership Interest and any Pledged Partnership and all warrantsany Pledged LLC to make determinations, options to exercise any election (including, but not limited to, election of remedies) or other rights entitling the holder thereof option or to purchase give or acquire 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, 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; and (f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (iv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (v) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, except as otherwise required by Section 6.11 of the Credit Agreement, no Pledgor shall be required to pledge hereunder any Margin Stock owned by such Pledgor.

Pledge. (a) As security To secure the Obligations and for the payment and performance, as the case may be, purposes set forth in full of the Obligationssection 1, each Pledgor hereby grants, mortgages, pledges, hypothecates pledges and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Pledgee a first priority continuing security interest in, and as part of such grant and pledge, hereby transfers and assigns to the Pledgee all of the following whether now existing or hereafter acquired (the "COLLATERAL"): (a) such Pledgor's (x) Partnership Interest and all of such Pledgor’s 's right, title and interest now owned or in each Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation: (i) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time hereafter acquired by be entitled in respect of such Pledgor Partnership Interest and/or Membership Interest; (ii) all other payments due or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued become due to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property respect of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonPartnership Interest and/or Membership Interest, whether in cash or other property, and whether during the continuance of or on account of the liquidation of under any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreementagreement or otherwise, operating agreementwhether as contractual obligations, declaration damages, insurance proceeds or otherwise; (iii) all of trust or any other organizational document or similar agreement of each such Person its claims, rights powers, privileges, authority, options security interest, liens and the certificatesremedies, if any, representing under any partnership agreement or limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest; (iv) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% present and future claims if any, of the issued Pledgor against any Pledged Partnership and outstanding voting Equity Interests of any Foreign Subsidiary; Pledged LLC for moneys loaned or advanced, for services rendered or otherwise; (iiv) all debt securities now of 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 the Partnership Interest and/or Membership Interest including any power to terminate, cancel or modify any 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 future held by or issued to name of such Pledgor in respect of the Partnership Interest and any Pledged Partnership and the promissory notes and Membership Interest or any other instruments evidencing such debt securities Pledged LLC, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing, 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 “Pledged Securities”); foregoing; (iiivi) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securitiesall thereof; and (vvii) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)extent not otherwise included, (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and or all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing; (b) all Securities owned by such Pledgor on the date hereof, if any, and such Pledgor hereby pledges and deposits as security with the Pledgee and delivers to the Pledgee certificates or instruments therefor duly endorsed in blank in the case of Notes and accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are acceptable to the Pledgee; and (c) all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), which such Pledgor hereby assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee, to be held by the Pledgee, upon the terms and conditions set forth in this Agreement.

Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, including the Note Guarantees, each Pledgor Grantor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such PledgorGrantor’s right, title and interest in, to and under, and whether now owned or at hereafter existing or arising, (i) all Equity Interests held by it in each of its Subsidiaries, including, without limitation, the Equity Interests listed on Schedule I and any time hereafter acquired by such Pledgor or other Equity Interests in which such Pledgor now has or at any time of its Subsidiaries obtained in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person Grantor and the certificates, if any, certificates representing all such Equity Interests (collectively, the “Pledged Equity SecuritiesEquity”); provided that the Pledged Equity Securities shall not include more than (A) the Equity Interests of the Issuer, Bonstores Holdings One, LLC and Bonstores Holdings Two, LLC, (B) voting Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of each Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by any Foreign SubsidiaryGrantor and (C) the partnership interests in any of The Bon-Ton Properties-Eastview L.P., The Bon-Ton Properties-Marketplace L.P., or The Bon-Ton Properties-Greece Ridge L.P., to the extent that the grant of such security interest would constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, loan document, partnership agreement or other organizational document of such limited partnership, so long as such restrictive provision is enforceable under applicable law; (ii) all (A) the debt securities now or owned by it including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future held by or issued to such Pledgor Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddebt securities referred to in clauses (A), together with the Pledged Equity Securities, (B) and (C) of this clause (ii) are collectively referred to as the “Pledged SecuritiesDebt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereofCollateral Agent; (iv) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (i) and (ii) above; (v) subject to Section 52.06, all rights and privileges of each Pledgor such Grantor with respect to the Pledged Securities securities and other property referred to in clauses (i), (ii), ) and (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (i) through (viv) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means Notwithstanding the foregoing, at any and all shares time prior to the Discharge of capital stockFirst Lien Obligations, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and Pledged Collateral shall not include any and all warrants, options or other rights entitling assets that are not at such time required to be subject to the holder thereof Liens securing the Credit Facility Obligations pursuant to purchase or acquire any the terms of the foregoingFirst Lien Security Documents; provided, however, that at any time such assets are required to be subject to the Liens securing the Credit Facility Obligations then such asset shall no longer be excluded from Pledged Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As continuing security for the payment of the Secured Obligations, the Pledgor hereby agrees to pledge and performance, hereby pledges to the Administrative Agent (acting for itself and for and on behalf of the Secured Parties) the Shares and the Dividends (including any Dividend owned as of the case may be, date hereof by the Pledgor) until such time when any and all Secured Obligations have been discharged and paid in full and until this Agreement shall be released in accordance with Clause 17 hereof or the terms of the Obligations, each Credit Agreement. (b) The Administrative Agent is hereby authorised to notify the Swiss Company of all and any rights arising under this Agreement and on the date of this Agreement the Pledgor hereby grants, mortgages, pledges, hypothecates shall procure that the Swiss Company promptly registers this Pledge in the Swiss Company’s share register and transfers executes and delivers to the Administrative Agent, its successors and assignssimultaneously with the signing of this Agreement, and hereby grants within seven Business Days of the issue of any future Shares, an acknowledgement of pledge and an undertaking in favour of the Pledgees in the form of Schedule 3 hereof. (c) This Agreement is independent of and separate from any other security or guarantee, except the Foreign Subsidiary Guaranty, which may have been given on or before the date hereof to the Administrative AgentAgent or to the Pledgees with respect to any Secured Obligations. None of such other securities shall prejudice, its successors or be prejudiced by, or shall be merged in any way with this Agreement as defined therein. (d) The Pledgor and assigns, for the ratable benefit Administrative Agent acknowledge that the Secured Obligations shall rank in accordance with the terms of the Secured Parties, a continuing Credit Agreement and that accordingly the security interest increated by this Pledge Agreement shall secure the Secured Obligations on a first ranking basis. (e) The Pledge includes all accessory rights, all of such Pledgor’s rightinterest, title benefits, remedies and interest now owned claims appertaining to or at any time hereafter acquired by such Pledgor derived from the Shares whether already existing or in which such Pledgor now has due, or at any time to come into existence or become due in the future including but not limited to interest, distributions, dividends (subject to Clause 6 hereof) or compensation of any kind to be paid to the Pledgor as owner of the Shares, share certificates, subscription rights (including preemptive right (Vorhand-und Vorkaufsrechte) and priority subscription right (Bezugsrecht)), option rights, and liquidation proceeds as well as all securities or rights whatsoever which may acquire substitute or may be offered in exchange for any right, title of the Shares whether by operation of law or interest in, to or under: (i) Equity Interests (as defined below) otherwise now or thereafter. (f) The supervision, observation and exercise of rights arising from calls, conversions and exchanges offers, repayments in full or in part, subscription rights, as well as all other notices, offers and communications concerning the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in Shares shall be the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account responsibility of the liquidation of any such PersonPledgor. Provided an Enforcement Event has occurred and is continuing, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant shall be entitled but not obliged to the terms hereof; (iv) subject use or exercise such rights or to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion do such acts on behalf of the Pledged Securities; Pledgor. (vg) subject to Section 5, all rights The Pledgor acknowledges and privileges agrees that each entity that becomes a Secured Party after the date of each Pledgor with respect to this Agreement shall be a Pledgee under this Pledge. Such entity shall become a Pledgee on the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for date on which it becomes a Secured Party under the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingCredit Agreement.

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each The Pledgor hereby pledges, grants, mortgagesassigns, pledgeshypothecates, hypothecates transfers and transfers delivers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Collateral Agent a continuing first priority security interest in, all of such Pledgor’s rightthe following property, title and interest wherever located, now owned or at any time hereafter acquired by such the Pledgor or in which such the Pledgor now has or at any time in the future may acquire any right, title or interest in(collectively, the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations: (a) all of the Pledgor’s limited liability company interests in Company, including the interests described on Schedule I and all of the Pledgor’s right to after acquired limited liability company interests in the Company (the “LLC Interests”), and all of the Pledgor’s rights to acquire limited liability company interests in the Company in addition to or under: in exchange or substitution for the LLC Interests; (b) all of the Pledgor’s rights, privileges, authority and powers as a member of the Company under the Company Agreement or otherwise, including (i) Equity Interests the member’s right to a share of the profits of the Company, (as defined belowii) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from the Company, (iii) the member’s right to vote and participate in the management of the Company and (iv) the member’s capital account in the Company, in each such Personcase, whether in cash as permitted by Applicable Law; (c) all certificates or other property, and whether during the continuance of or on account of the liquidation of documents representing any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued Collateral described in clauses (a) and outstanding voting Equity Interests of any Foreign Subsidiary; (iib) above; (d) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, distributions, cash, securities, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any kind to which the Pledgor may be entitled in its capacity as member of the foregoing Company by way of distribution, return of capital or otherwise; (e) without affecting any obligations of the items referred Pledgor or the Company under any of the other Loan Documents, in the event of any consolidation or merger in which the Company is not the surviving Person, all ownership interests of any class or character in the successor Person formed by or resulting from such consolidation or merger; (f) any other claim which the Pledgor now has or may in the future acquire in its capacity as member of the Company against the Company and its property; and (g) all proceeds, products and accessions of and to any of the property described in the preceding clauses (ia) through (vif) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingabove.

Pledge. (a) As security for The Pledgor hereby pledges to the payment and performance, as the case may be, in full Secured Parties all of the Obligations, each shares of beneficial interest or other ownership interests in the Subtenants (the “Pledged Interests”) listed in Exhibit B attached hereto and all other shares of shares of beneficial interest or other ownership interests in the Subtenants in which the Pledgor hereby grants, mortgages, pledges, hypothecates may have rights from time to time and transfers any other securities or other investment property and other collateral of the Pledgor now owned or hereafter acquired which under this Agreement are required to the Administrative Agent, its successors and assigns, and hereby grants be pledged to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest inand in each case, all certificates representing such Pledged Interests or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedPledged Interests, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account all proceeds of the liquidation of any such Personforegoing, and all of its rights under each certificate or articles of incorporationincluding, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5without limitation, all payments of principal or interest, dividends, cash, instruments and notes, securities or other property from time to time receivedacquired, receivable or otherwise distributed, distributed in respect of, or in exchange for for, the foregoing, (the Pledged Interests and any additional securities or upon collateral pledged hereunder, collectively, the conversion “Pledged Collateral”), and the Pledgor hereby grants to the Secured Parties a security interest in all of the Pledged Securities; (v) subject to Section 5, all rights Collateral and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor proceeds thereof as security for the Pledged Debt Securities); due and (vi) all proceeds of any punctual payment and performance of the foregoing Secured Obligations (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”hereinafter defined). “Equity Interests” means The Pledgor has delivered to and deposited with the Secured Parties any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust certificates or other equity ownership interests instruments representing the Pledged Collateral and undated trust share powers endorsed in a Personblank, as security for the payment and performance of all of the Secured Obligations. If in the future the Pledgor possesses or controls any and all warrants, options other certificates or other rights entitling instruments representing the holder thereof Pledged Collateral, the Pledgor shall immediately and without notice deliver the same to purchase or acquire any the Secured Parties together with undated trust share powers endorsed in blank, as security for the payment and performance of all of the foregoingSecured Obligations.

Pledge. (a) As collateral security for the payment due and performancepunctual performance of the Mandatory Redemption Obligation, subject to the terms and conditions of that certain Subordination Agreement dated as of the date hereof (the "Subordination Agreement") among Pledgor, Pledgee and PNC Bank, National Association (the "Agent"), in its capacity as administrative and collateral agent under that certain Revolving Credit and Security Agreement dated March 14, 2000, as amended, among Agent, the various lenders from time to time a party thereto, Pledgor and the various other borrowers thereunder, as the case same may behereafter be amended, superseded or replaced (the "PNC Credit Agreement"), and all related waivers and consents, pursuant to which Pledgee has agreed to subordinate its security interest in full the Collateral to the security interest of the ObligationsAgent and the other lenders party to the PNC Credit Agreement, each Pledgor hereby grants, mortgages, pledges, hypothecates hypothecates, transfers, sets over, delivers and transfers to the Administrative Agent, its successors and assignsassigns unto Pledgee, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Pledgee a continuing security interest inin the following: (a) the Stock and the certificates representing the Stock, and all of such Pledgor’s rightcash, title securities and interest now owned or other property at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect ofof or in exchange for all or any portion of the Stock; and (b) all securities hereafter delivered to Pledgee by Pledgor in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such securities, together with all interest, cash, securities and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for or upon the on conversion of the Pledged Securities; any or all thereof (v) subject to Section 5all such Stock, all rights and privileges of each Pledgor with respect to the Pledged Securities indebtedness, shares, certificates, interest, cash, securities, proceeds and other property referred to received, receivable or otherwise distributed in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds respect of any or all thereof being included within the definition of "Collateral" for purposes of this Agreement). TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, unto Pledgee, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth and the terms, covenants and conditions of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingSubordination Agreement.

Pledge. (a) As security for the payment The Pledgors hereby pledge, charge, and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers grant to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, a continuing first priority security interest in, all of the following (collectively, the “Pledged Collateral”): (a) the Pledged Shares and the certificates (if any) representing the Pledged Shares, and all dividends, distributions and other products or proceeds of the foregoing from time to time received or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares, it being understood that the term Pledged Shares shall include membership interests of limited liability companies whether or not such Pledgor’s rightmembership interests are evidenced by certificates; and (b) any additional shares of stock or membership interests from time to time acquired by the Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), title and the certificates representing such additional shares or membership interests, and all dividends, distributions and other products or proceeds from time to time received or otherwise distributed in respect of or in exchange for any or all of such stock or membership interests; and (c) Notwithstanding the foregoing, the term “Pledged Collateral” (and any component definition thereof) shall not include (i) ownership interests in joint ventures and non-wholly-owned Subsidiaries to the extent that such ownership interests cannot be pledged without the consent of one or more non-Affiliate third parties, (ii) the stock or other ownership interest now owned by a Pledgor in any subsidiary or at affiliate of such Pledgor listed on Schedule “A” attached to the Security Agreement and any time subsidiary or affiliate hereafter acquired by a Pledgor (each a “Debtor Insurance Affiliate”) which is an insurance company regulated by the laws of any jurisdiction which prohibits or restricts the pledge of such Pledgor or ownership interest, (iii) Capital Stock in which such Pledgor now has or at (A) any time Foreign Subsidiary other than, in the future may acquire any rightcase of a Foreign Subsidiary owned directly by a Pledgor, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued aggregate Capital Stock of such Foreign Subsidiary with ordinary voting power and outstanding 100% of the Capital Stock of such Foreign Subsidiary without ordinary voting Equity Interests power and (B) any Disregarded Domestic Subsidiary other than, in the case of a Disregarded Domestic Subsidiary owned directly by a Pledgor, 65% of the aggregate Capital Stock of such Disregarded Domestic Subsidiary with ordinary voting power and 100% of the Capital Stock of such Disregarded Domestic Subsidiary without ordinary voting power, (iv) any Capital Stock of any Foreign Subsidiary; (ii) all debt securities now or in the future Subsidiary held by or issued to such a Pledgor and (other than the promissory notes and any other instruments evidencing such debt securities Capital Stock of (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iiix) all other property that may be delivered to and LOTS held by Fortegra Financial and (y) Fortegra Financial held by Fortegra Group), but only for so long as Indebtedness under the Trust Preferred Indenture is outstanding, (v) any asset if the grant or perfection of a security interest is prohibited by applicable law; provided that if and when the prohibition which prevents the granting or perfection of a security interest is removed, terminated or otherwise becomes unenforceable as a matter of law, the Administrative Agent pursuant will be deemed to have had, and at all times to have had, a security interest in such property, (vi) the Capital Stock of South Bay Acceptance Corporation, if the grant or perfection of a security interest therein requires the consent, approval or authorization of any Governmental Authority, which consent, approval or authorization has not been received or obtained and (vii) any property acquired by any Loan Party if and to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments extent that the Administrative Agent and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of Borrowers shall have determined that the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above costs (including, without limitation, all collateral granted recording taxes and filing fees) of creating and perfecting a Lien on such property interests are excessive in relation to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any value of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingsecurity afforded thereby.

Pledge. (a) As security The Pledgor hereby pledges to the Pledgee, in its capacity as Administrative Agent for the payment and performance, as the case may be, in full benefit of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates Lenders and transfers to the for its own benefit as Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors Pledgee a security interest in and assigns, for the ratable benefit lien on all of the Secured Parties, a continuing security interest in, all of such Pledgor’s 's right, title and interest in and to the following, whether now owned or hereafter acquired or existing (the "Pledged Collateral"): (a) all shares of Capital Stock of each of the Companies to the extent that such Capital Stock is now owned by the Pledgor, regardless of the class of that Capital Stock, in each case together with the certificates evidencing the same, all of which are identified in Annex 1, and (ii) any options, warrants or other rights to purchase such interests or stock at any time hereafter owned by the Pledgor, including, without limitation, all such interests or stock, options, warrants or other rights acquired by such the Pledgor in the future (the "Pledged Stock"); (b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, representing a distribution or return of capital upon or in which respect of the Pledged Stock, resulting from a split-up, revision, reclassification or other like change of the Pledged Stock 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 Stock; (c) all supporting obligations for any of the property described in the foregoing clauses of this Section 2; (d) subject to the proviso at the end of this Section 2, all Surplus Notes (collectively, the "Pledged Notes"); (e) all securities or other investment property, of any nature whatsoever, received or receivable in substitution for or in addition to any of the Pledged Notes, any certificates representing or evidencing such Pledgor now has or securities, and all cash, distributions and other property at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged SecuritiesNotes, and all securities accounts to which any or all of the foregoing may at any time be credited; and (vf) subject all proceeds of and to any of the property of the Pledgor described in the foregoing clauses in this Section 52, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)whatever form, (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor in the form of accounts, instruments, chattel paper, documents, goods, investment property, letters of credit, letter-of-credit rights, money, deposit accounts, claims or for causes of action or general intangibles; provided, however, that, if the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds authorization of any Insurance Regulatory Authority must, as disclosed in Schedule 3.4 of the foregoing Credit Agreement, be obtained under any applicable Requirement of Law to enable the Pledgor to lawfully make the pledge and grant of security interest contemplated in this Section 2 in respect of any Surplus Notes or Pledged Stock of an Insurance Subsidiary those Surplus Notes (the items referred "Committed Notes") or that Pledged Stock (the "Committed Stock") will constitute Pledged Notes or Pledged Stock for purposes of this Agreement subject to in clauses (i) through (vi) above being collectively referred to as the “Collateral”)issuance of that authorization by the relevant Insurance Regulatory Authority. “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling The Pledgor shall promptly give the holder thereof to purchase or acquire any Pledgee notice of the foregoingissuance of any such authorization that has not been obtained on or before the date of this Agreement and shall, from time to time, after request from the Pledgee, give the Pledgee notice of the status of the Pledgor's request or application for any such authorization that is pending. The Pledgor shall use its best efforts actively and vigorously to pursue all such authorizations.

Pledge. (a) As security for the payment and performanceor performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the its Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title and interest in, to and under (whether now owned or at hereafter acquired): (a) all Equity Interests directly owned by it (including those listed on Schedule II) and any time hereafter acquired other Equity Interests obtained in the future by such Pledgor or in which such Pledgor now has or at and any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, certificates representing all such Equity Interests (any such Equity Interests, the “Pledged Equity SecuritiesStock”); provided that the Pledged Equity Securities Stock shall not include more than 65% any Excluded Securities or Excluded Property; (b) (i) the debt obligations owed to such Pledgor listed opposite the name of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; such Pledgor on Schedule II, (ii) all other debt securities now obligations existing on the Closing Date or in the future held by or issued to such Pledgor Pledgor, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” andproperty described in clauses (b)(i), together with the Pledged Equity Securities(ii) and (iii) above, the “Pledged SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Securities or Excluded Property; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (ivc) subject to Section 52.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of the Pledged Securities; Stock and the Pledged Debt; (vd) subject to Section 52.6, all rights and privileges of each such Pledgor with respect to the Pledged Securities Stock, Pledged Debt and other property referred to in clauses clause (i), c) above; and (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vie) all proceeds Proceeds of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ic) through and (vid) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means ; provided that the Pledged Collateral shall not include any Excluded Securities or Excluded Property; TO HAVE AND TO HOLD, the Pledged Collateral together with all right, title, interest, powers, privileges and all shares of capital stockpreferences pertaining or incidental thereto, partnership interestsunto the Collateral Agent, membership interests in a limited liability companyits successors and permitted assigns, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling for the holder thereof to purchase or acquire any benefit of the foregoingSecured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security To secure the Obligations and for the payment purposes set forth in Section 1, each Pledgor hereby: (i) grants and performancepledges to the Pledgee a security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, if any, and delivers to the Pledgee certificates or instruments therefor, duly endorsed in blank in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor in the case of Stock, Partnership Interests or Membership Interests, as the case may be, in full or such other instruments of transfer as are acceptable to the ObligationsPledgee; (iii) assigns, each Pledgor hereby grantstransfers, hypothecates, mortgages, pledges, hypothecates charges and transfers sets over to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, Pledgee all of such Pledgor’s 's right, title and interest now owned in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Pledge Agreement; (iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation: (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time hereafter acquired by be entitled in respect of such Pledgor Partnership Interests and/or Membership Interests; (b) all other payments due or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued become due to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property respect of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such PersonPartnership Interests and/or Membership Interests, whether in cash or other property, and whether during the continuance of or on account of the liquidation of under any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreementagreement or otherwise, operating agreementwhether as contractual obligations, declaration damages, insurance proceeds or otherwise; (c) all of trust or any other organizational document or similar agreement of each such Person its claims, rights, powers, privileges, authority, options, security interest, liens and the certificatesremedies, if any, representing under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interests and/or Membership Interests; (d) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% present and future claims, if any, of the issued Pledgor against any Pledged Partnership and outstanding voting Equity any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise; (e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any 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 any Foreign Subsidiary; (ii) all debt securities now Partnership Interests or in the future held by or issued to such Pledgor and the promissory notes Membership Interests and any other instruments evidencing such debt securities Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing, 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 “Pledged Securities”); foregoing; (iiif) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securitiesall thereof; and (vg) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i)extent not otherwise included, (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and or all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security The Pledgor hereby pledges to the Agent, for the payment and performance, as the case may be, in full benefit of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates Agent and transfers to the Administrative Agent, its successors and assignsLenders, and hereby grants to the Administrative Agent, its successors and assigns, Agent for the ratable benefit of the Secured PartiesAgent and the Lenders, a continuing security interest in, the membership interests of Pledgor in the Borrower, which is a Delaware limited liability company, and any certificates representing such membership interests in the Borrower, all of such Pledgor’s the right, title and interest now owned or at any time hereafter acquired by such of the Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to and under its interest as a member and all investment property in respect of such membership interests, including, without limitation, Pledgor’s interest in (or under: (iallocation of) Equity Interests (as defined below) now the profits, losses, income, gains, deductions, credits or in similar items of the future held by or issued Borrower and the right to such Pledgor in corporationsreceive distributions of the Borrower’s cash, partnershipsother property, limited liability companiesassets, trusts and other Persons in each case all options and warrants for the purchase of membership interests, whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Personarising, whether arising under the terms of the certificates of formation, the limited liability company agreements or any of the other organizational documents (such documents hereinafter collectively referred to as the “Operating Agreements”) of the Borrower, or at law or in cash equity, or other propertyotherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and whether during warrants being hereinafter collectively referred to as the continuance of or on account of “Pledged Membership Interests”) herewith delivered to the liquidation of any such PersonAgent, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Membership Interests, and any additional membership interests in the Borrower above from time to time acquired by the Pledgor in any manner, and any certificates, which shall be delivered to the Agent, representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in the Borrower (any such additional interests shall constitute part of the Pledged Membership Interests, and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon all of such interests, and the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect shall promptly thereafter deliver to the Pledged Securities Agent a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and other property referred to in clauses (i), (ii), (iii) certifying that the same have been duly pledged hereunder and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all any proceeds of any of the foregoing. All of the foregoing (the items shall be referred to in clauses (i) through (vi) above being herein collectively referred to as the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each The Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, its successors and assignsIndenture Trustee, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Indenture Trustee a continuing security interest in, the following (collectively, the "Pledged Collateral"): (a) all of such Pledgor’s 's rights in the LP Units (the "Pledged LP Units") and all of Pledgor's rights as a partner in each Subsidiary Partnership and to the property (and interests in property) that is owned by each Subsidiary Partnership; (b) all of Pledgor's rights, if any, to participate in the management of each Subsidiary Partnership; (c) all rights, privileges, authority and powers of Pledgor as owner or holder of the LP Units in each Subsidiary Partnership, including, but not limited to, all general intangibles and contract rights related thereto; (d) all documents and certificates representing or evidencing Pledgor's partnership interest in each Subsidiary Partnership; (e) all of Pledgor's interest in and to the profits and losses of the Subsidiary Partnerships and Pledgor's right as a partner of the Subsidiary Partnerships to receive distributions of the Subsidiary Partnership's respective assets, upon complete or partial liquidation or otherwise; (f) all of Pledgor's right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal and interest on any loans and/or other extensions of credit made by Pledgor or interest, dividendsits Affiliates to the Subsidiary Partnerships and any all instruments creating or evidencing such rights; (g) all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for or upon for, Pledgor's partnership interest in the conversion Subsidiary Partnerships; and (h) any other right, title, interest, privilege, authority and power of the Pledged Securities; (v) subject Pledgor in or relating to Section 5the Subsidiary Partnerships, all rights whether now existing or hereafter arising, and privileges of each Pledgor with respect whether arising under a partnership agreement (as the same may be amended, modified or restated from time to the Pledged Securities time) or otherwise, or at law or in equity and other property referred to in clauses (i), (ii), (iii) any and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares books and records of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof Pledgor pertaining to purchase or acquire any of the foregoing. Notwithstanding the foregoing, it is expressly understood and agreed that the security interest in the Pledged Collateral shall be subordinate to the security interest of III Finance, Ltd. (the "Lender") in connection with Senior Indebtedness provided by the Lender to the Pledgor.

Pledge. (a) As security for To secure the payment and performance, as the case may be, in full of the ObligationsObligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grantsgrant, mortgages, pledges, hypothecates pledge and transfers assign to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, Pledgee for the ratable benefit of the Secured PartiesCreditors, and does hereby create a continuing security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of such Pledgor’s its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightfollowing, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedfrom time to time acquired (collectively, together with its interest the “Collateral”): (a) each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in the property of each such PersonCollateral Account, its interest whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such PersonCollateral Account, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any investments and all certificates and other organizational document or similar agreement of each such Person and the certificatesInstruments (including depository receipts, if any) from time to time representing or evidencing the same, representing and all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddividends, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments cash and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (v) subject , together with all rights, privileges, authority and powers of such Pledgor relating to Section 5, all rights and privileges such Securities in each such issuer or under any organizational document of each Pledgor with respect to such issuer, and the Pledged certificates, instruments and agreements representing such Securities and other property referred any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in clauses (i)each limited liability company to which each such interest relates, (ii)whether now existing or hereafter acquired, (iii) and (iv) above (including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all collateral granted the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or for the benefit otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor as security against any such limited liability company for the Pledged Debt Securities); and monies loaned or advanced, for services rendered or otherwise; (viE) all proceeds of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, 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 (the items referred or for any Limited Liability Company Asset, to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means enforce or execute any and all shares of capital stockchecks, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests instruments or orders, to file any claims and to take any action in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (d) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such partnership, 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; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and (g) all Proceeds of any and all of the foregoing. Notwithstanding any of the other provisions set forth in this Section 3.1 to the contrary, the term Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in any Excluded Equity Interests.

Pledge. (a) As security for To secure the prompt and complete payment and performance, as the case may be, in full performance of the Obligationsrespective Liabilities of each such Pledgor, each such Pledgor hereby grants, mortgages, pledges, hypothecates hypothecates, assigns, transfers, sets over and transfers to delivers unto the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesBanks, a continuing security interest inLien on the following (herein collectively called the "Collateral"): (a) the shares of capital stock of the Issuer described in Schedule 1 hereto, all whether in certificated form or otherwise, including the certificates representing or evidencing such shares of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in capital stock (herein called the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized"Pledged Shares"), together with its interest in the property of each such Personall cash, its interest in the capital of each such Personsecurities, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interestinterests, dividends, cashrights, notes, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of such Pledged Shares; (b) all additional shares of capital stock of the Pledged Securities; (v) subject Issuer from time to Section 5, all rights time acquired by the Pledgor and privileges purchased with proceeds of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (Loans including, without limitation, any uncertificated Securities (which additional shares of capital stock shall constitute a part of, and be, "Pledged Shares"), and, in the case of certificated capital stock of the Issuer, the certificates representing or evidencing such additional shares, together with all collateral granted cash, securities, interest, dividends, rights, notes, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledgor additional shares; (c) all other property hereafter delivered to the Administrative Agent in substitution for or in addition to any of the foregoing, and all certificates and instruments representing or evidencing such other property, together with all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all proceeds, rents, issues, profits and returns of and from all of the foregoing; TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Banks, forever; subject, however, to the terms, covenants and conditions hereafter set forth. Each Pledgor agrees to deliver to the Administrative Agent, promptly upon receipt and in the case of the Pledged Shares in due form for transfer (i.e., endorsed in blank accompanied by undated stock or bond powers executed in blank or registered on the books of the Issuer) and, subject to the provisions of Section 6 hereof, any Collateral which may at any time or from time to time be in or come into possession or control of any Pledgor; and prior to the delivery thereof to the Administrative Agent, such Collateral shall be held by such Pledgor as security separate and apart from its other property and in express trust for the Pledged Debt Securities); and (vi) all proceeds of any Administrative Agent, for the benefit of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingBanks.

Pledge. (a) As security for the full payment or performance when due (whether at stated maturity, by acceleration or otherwise) of any and performance, as the case may be, in full all of the ObligationsSenior Debt now existing or hereafter arising, each the Pledgor hereby grants, mortgages, pledges, hypothecates pledges and transfers collaterally assigns to and creates in favor of the Administrative Collateral Agent, its successors and assignsa lien on (the "SECURITY INTEREST") in all estate, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such of the Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in and under the future held by or issued to such Pledgor in corporationsfollowing collateral, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedacquired (the "COLLATERAL"): (i) the ownership interests in AES URC and to the extent any of the following shall now or hereinafter exist any certificates identified in Annex I hereto and all other ownership interests of whatever class in AES URC, now or hereafter owned by the Pledgor, in each case together with its interest in the property of each such Personcertificates evidencing the same (collectively, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”"PLEDGED INTERESTS"); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; ; (ii) all debt securities to the extent any of the following shall now or hereafter exist, all shares, securities, moneys or property representing a dividend on any of the Pledged Interests, or representing a distribution or return of capital upon or in respect of the future held by Pledged Interests (a "DIVIDEND"), or resulting from a split-up, revision, reclassification or other like change of the Pledged Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” andholders of, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, the Pledged Interests; provided, however, that such Security Interest in exchange for any Dividend shall not apply to, or upon to the conversion extent such Security Interest is then existing, shall be released without any notice or required action from, such Dividend once such Dividend is distributed from the Distribution Account in accordance with the terms of the Pledged Securities; (v) subject to Section 5, all rights Collateral Agency Agreement and privileges is no longer an asset of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), Pledgor; (iii) and without affecting the obligations of the Pledgor or AES URC under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which AES URC is not the surviving entity, all shares owned by the Pledgor of each class of the capital stock of the successor entity formed by or resulting from such consolidation or merger; (iv) above (to the extent not included in the foregoing, all proceeds, products and accessions of and to any and all of the foregoing, including, without limitation, all collateral granted to such Pledgor "proceeds," as defined in the Uniform Commercial Code of the State of New York (the "UCC"), including whatever is received upon any collection, exchange, sale or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds other disposition of any of the foregoing (Collateral, and any property into which any of the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stockCollateral is converted, partnership interests, membership interests in a limited liability company, beneficial interests in a trust whether cash or other equity ownership interests in a Personnoncash proceeds, and any and all warrants, options other amounts paid or other rights entitling the holder thereof to purchase payable under or acquire in connection with any of the foregoingCollateral; it being understood that the Security Interest in the proceeds, products and accessions of and to any Collateral shall not apply to, or to the extent such Security Interest is then existing, shall be released without any notice or required action from, such Collateral once such Collateral is distributed from the Distribution Account in accordance with the terms of the Collateral Agency Agreement and is no longer an asset of the Pledgor. (b) This Pledge Agreement secures, in accordance with the provisions hereof, the Senior Debt. (c) The Collateral Agent and the Pledgor acknowledge and agree that remedies, if any, that may be exercised from time to time hereunder during the continuance of a Trigger Event under the Collateral Agency Agreement, will be exercised by the Collateral Agent subject to, and in accordance with, the terms of the Collateral Agency Agreement.

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, for its successors benefit and assignsthe benefit of Lenders and each party to a Hedging Transaction incurred to limit interest rate or fee fluctuation with respect to the Loans and Letters of Credit if at the date of entering into such Hedging Transaction such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Administrative Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Article IX and X of the Amended and Restated Credit Agreement (each such person a “Specified Hedge Provider”, the Administrative Agent, the Lenders and hereby the Specified Hedge Providers, collectively, referred to herein as the “Secured Parties” and each a “Secured Party”) and grants to the Administrative Agent, for its successors benefit and assigns, for the ratable benefit of the Secured Parties, a continuing first priority security interest in, in all of such Pledgor’s right, title and interest in, to and under the following property, whether now owned by or at any time owing to, or hereafter acquired by or arising in favor of such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesCollateral”); ): (iiia) all other property that may be delivered to The Pledged Shares and held by the Administrative Agent pursuant to certificates representing the terms Pledged Shares, and, except as expressly provided for in Section 8 hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; Shares; (vb) subject Any stock or other securities acquired by any Pledgor or such Pledgor’s designees with respect to, incident to Section 5or in lieu of the Pledged Shares or with respect to, incident to or in lieu of the Pledged Collateral (x) due to any dividend, stock-split, stock dividend or distribution on dissolution, or partial or total liquidation, or for any other reason, (y) in connection with a reduction of capital, capital surplus or paid-in-surplus or (z) in connection with any spin-off, split-off, reclassification, readjustment, merger, consolidation, sale of assets, combination of shares or any other plan of distribution affecting of the those companies listed on Schedule I; (c) Any subscription or other rights or options issued in connection with the Pledged Shares, and, if exercised by any Pledgor, all new shares or other securities so acquired by such Pledgor, which shall promptly be assigned and delivered to the Administrative Agent and held under the terms of this Pledge Agreement in the same manner as the Pledged Shares originally pledged hereunder; (d) Any and all proceeds, monies, income and benefits arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable or distributable with respect to, all or any of the Pledged Shares or other securities and rights and privileges interests described in this Section 2, except as expressly provided for in Section 8 hereof; (e) The Pledged Membership Interests, if any, and any certificates at any time representing the Pledged Membership Interests, it being understood that the Pledged Membership Interests are, as of the date hereof, uncertificated, and all cash, securities, dividends, rights, and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Membership Interests; (f) All of such Pledgor’s right, title and interest as a member in each Pledgor limited liability company listed on Part B of Schedule I (the “LLCs”), whether now owned or hereafter acquired, including all of such Pledgor’s right, title and interest in, to and under the limited liability company agreements described on Part B of Schedule I (as such agreements have heretofore been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, collectively, the “LLC Agreements”) to which it is a party (including, the right to vote with respect to and to manage and administer the Pledged Securities business of such LLCs) together with all other rights, interests, claims and other property referred of such Pledgor in any manner arising out of or relating to its membership interest in clauses (i)the LLCs, (ii)whatever their respective kind or character, (iii) whether they are tangible or intangible property, and (iv) above (wheresoever they may exist or be located, and further including, without limitation, and except as expressly provided for in Section 8, (1) all collateral granted to rights of such Pledgor to receive distributions of any kind, in cash or otherwise, due or to become due under or pursuant to each such LLC Agreement or otherwise in respect of such LLCs, (2) all rights of such Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to each such LLCs, (3) all claims of such Pledgor for damages arising out of, or for the benefit breach of, or for a default under, each such LLC Agreement, (4) any certificated security or uncertificated security as defined in Section 8-102(18) of the UCC evidencing any of the foregoing issued by such LLCs to such Pledgor, (5) any interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Pledgor’s interest as security for a member in the Pledged Debt Securities); LLCs and (vi6) to the extent not included in the foregoing, all proceeds of any and all of the foregoing (foregoing; provided, however, that notwithstanding anything herein to the items referred to in clauses contrary; (i) through Each Pledgor shall remain liable under the LLC Agreements to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Pledge Agreement had not been executed; (viii) above being collectively referred The exercise by the Administrative Agent of any of its rights hereunder shall not release any Pledgor from any of its duties or obligations under the LLC Agreements (other than to the extent a Pledgor is precluded from performing such duties solely as a result of the “Collateral”Administrative Agent’s having exercised such rights or remedies). “Equity Interests” means ; (iii) Prior to the Administrative Agent’s exercising any of its rights hereunder and all shares consistent with (ii) above, the Administrative Agent shall not have any obligation or liability under the LLC Agreements by reason of capital stockthis Pledge Agreement, partnership interestsnor shall the Administrative Agent be obligated to perform any of the obligations or duties of the Pledgors thereunder, membership interests to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Pledgors or the sufficiency of any performance by any party under any such LLC Agreement, or to take any action to collect or enforce any claim for payment assigned hereunder; and (iv) Without limiting the generality of the foregoing, neither the grant of the security interest in the Pledged Collateral in favor of the Administrative Agent as provided herein nor the exercise by the Administrative Agent of any of its rights hereunder nor any action by the Administrative Agent in connection with a foreclosure on the Pledged Collateral shall be deemed to constitute the Administrative Agent or any other Secured Party a member of any limited liability company, beneficial interests in a trust or ; (g) The Pledged Notes and the instruments and other equity ownership interests in a Persondocuments representing the Pledged Notes, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for the Pledged Notes; and (h) All additional promissory notes from time to time acquired by such Pledgor in any manner and the instruments and other documents representing such promissory notes and all warrantsinterest, options cash, instruments and other property, or other rights entitling the holder thereof proceeds from time to purchase time received, receivable or acquire otherwise distributed in respect of or in exchange for any or all of such promissory notes. provided, however, that notwithstanding any of the foregoingother provisions set forth in this Agreement, Collateral shall not include any property to the extent that a grant of a security interest is prohibited by any requirements of law of a governmental authority, except to the extent that such prohibition is ineffective under applicable law (including by means of Sections 9-407, 9-408 or 9-409 of the UCC).

Pledge. (a) As security for the payment prompt payment, observance and performance, as the case may be, in full ------ performance when due (by acceleration or otherwise) of the Secured Obligations, each Pledgor the Company hereby grants, mortgages, pledges, hypothecates pledges and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the equal and ratable benefit of the Secured PartiesLenders, a continuing first priority security interest in, in all of such Pledgor’s the Company's right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any rightand to, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedacquired, together with its the following property (collectively, the "Pledged Collateral"): (i) the shares of capital stock of any Subsidiary held by the Company and listed on Schedule I hereto (the "Pledged Shares") (which to the extent permitted by law are, and shall remain at all times until this Agreement terminates, certificated securities) and, if incorporated in a jurisdiction which permits certificates, the certificates representing the Pledged Shares and in all cases any interest of the Company in the property of each such Person, its interest in entries on the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation books of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that financial intermediary pertaining to the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; Shares; (ii) all debt securities now or additional shares of stock of such Subsidiaries from time to time acquired by the Company in any manner (which to the extent permitted by law are, and shall remain at all times until this Agreement terminates, certificated securities) (which shares shall be deemed to be part of the Pledged Shares) and, if incorporated in a jurisdiction which permits certificates, the certificates representing such additional shares and in all cases any interest of the Company in the future held by or issued entries on the books of any financial intermediary pertaining to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); additional shares; (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments options, warrants, rights, instruments, distributions, returns of capital, income, profits and other property property, interests or proceeds from time to time received, receivable or otherwise distributed, distributed to the Company in respect of, of or in exchange for any or upon the conversion all of the Pledged SecuritiesShares (collectively, "Distributions"); and (viv) subject all Proceeds (as defined under the Uniform Commercial Code as in effect in any relevant jurisdiction or under other relevant law) of any of the foregoing, and in any event including, without limitation, any and all (i) proceeds of any insurance, indemnity, warranty or guarantee payable to Section 5, all rights and privileges of each Pledgor the Agent or to the Company from time to time with respect to any of the Pledged Securities and other property referred to in clauses (i)Collateral, (ii) payments (in any form whatsoever) made or due and payable to the Company from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Pledged Collateral by any Governmental Authority (or any person acting on behalf of a Governmental Authority), (iii) and instruments representing obligations to pay amounts in respect of Pledged Shares (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit products of such Pledgor as security for the Pledged Debt Securities); Collateral, and (viv) all proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each The Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, its successors and assignsLender, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Lender a continuing security interest in, the following (collectively, the "PLEDGED COLLATERAL"): (a) all membership interests of such Pledgor’s rightLeasing I, title and interest now owned or at any time or times hereafter acquired owned by the Pledgor, whether or not such Pledgor membership interests are represented by certificates, and any certificates representing such membership interests (as identified on EXHIBIT A attached hereto and made a part hereof), all options and warrants for the purchase of the membership interests of Leasing I now or in which such Pledgor now has or at any time hereafter held in the future may acquire any rightname of the Pledgor (all of said membership interests, title or interest in, to or under: (i) Equity Interests (as defined below) now or options and warrants and all membership interests held in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account name of the liquidation Pledgor as a result of any the exercise of such Personoptions or warrants being hereinafter collectively referred to as the "PLEDGED MEMBERSHIP INTERESTS"), and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividendsdistributions, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of such membership interests; (b) all additional membership interests of Leasing I from time to time acquired by the Pledgor in any manner, whether or not such membership interests are represented by certificates and the certificates representing such additional membership interests (any additional membership interests shall constitute part of the Pledged Membership Interests and shall be listed on EXHIBIT A), and all options, warrants, distributions, cash, instruments, investment property and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion all of the Pledged Securitiessuch membership interests; (vc) subject to Section 5, all rights the property and privileges of each Pledgor with respect to the Pledged Securities and other interests in property referred to described in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)SECTION 3 below; and (vid) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security for the payment full and performance, as the case may be, in full prompt performance of the all Obligations, each Pledgor hereby grantscollaterally assigns, mortgages, pledges, hypothecates pledges and transfers grants a security interest to Bank in the Shares and to the Administrative Agentextent stock certificate(s) exist for the applicable Shares delivers to Bank such stock certificate(s), its successors and assignsduly endorsed in blank or together with duly executed stock assignment(s) in favor of Bank, representing such applicable Shares (the “Collateral”), and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Bank a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedCollateral, together with its whatever is receivable or received when the Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and all proceeds thereof, dividends and distributions thereon, additions thereto and substitutions therefor, including all new or substituted or additional shares, other securities, cash or other properties distributed with respect to the foregoing stock or other securities subject to this Agreement, whether as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest in the property of each such Personpayment, its interest stock split, stock dividend, other dividend or distribution, reclassification, redemption or any other change declared or made in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account structure of the liquidation issuer of any of the Pledged Equity, or otherwise (collectively, the “Proceeds”), such PersonProceeds to be held by Bank in the same manner as the property originally pledged hereunder, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person except as otherwise provided in Section 2. The Collateral and the certificates, if any, representing all such Equity Interests (Proceeds are herein collectively referred to as the “Pledged Equity SecuritiesCollateral.”); provided that (b) Upon any Pledgor’s acquisition of any additional shares of capital stock or other securities of any issuer of Pledged Equity, such Pledgor shall execute and deliver a Supplement to Pledge Agreement, substantially in the form of Exhibit B, and to the extent stock certificate(s) exist for such additional Pledged Equity, deliver to Bank such stock certificates, duly endorsed in blank or together with duly executed stock assignments in favor of Bank, representing such shares or other securities required to maintain the pledge of the outstanding securities of the issuing entity, which shall thereupon become Collateral for purposes of this Agreement. (c) All certificates or instruments representing or evidencing the Pledged Equity Securities Collateral shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by Bank pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Bank. Bank shall have the Administrative Agent pursuant right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (d) To the extent required by the terms hereof; (iv) subject to Section 5and conditions governing the Shares, all payments the applicable Pledgor shall cause the books of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion each entity whose Shares are part of the Pledged Securities; Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default, Bank may effect the transfer of any securities included in the Pledged Collateral (v) subject to Section 5, all rights and privileges of each Pledgor with respect including but not limited to the Pledged Securities Shares) into the name of Bank and other property referred cause new certificates representing such securities to be issued in clauses (i), (ii), (iii) the name of Bank or its transferee. Each Pledgor will execute and (iv) above (including, without limitation, all collateral granted to deliver such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Persondocuments, and any and all warrantstake or cause to be taken such actions, options as Bank may reasonably request to perfect or other rights entitling continue the holder thereof to purchase or acquire any perfection of Bank’s security interest in the foregoingShares.

Pledge. Subject only to the pledge evidenced by that certain Stock Pledge Agreement dated July 31, 2000 between the Pledgor and the Secured Party (the "Prior Pledge"): a) As collateral security for the due payment and performanceperformance of all indebtedness and other liabilities and obligations of the Pledgor under, arising out of, or in any way connected with the Notes and all instruments, agreements and documents executed, issued and delivered pursuant thereto, including, without limitation, this Agreement and the Notes, whether now existing or hereafter arising (all hereinafter referred to collectively as the case may be"Obligations"), in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates assigns, hypothecates, delivers and transfers sets over to the Administrative Agent, its successors and assignsSecured Party all the Pledged Stock owned by the Pledgor, and hereby grants to the Administrative Agent, its successors Secured Party a first lien and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Pledgor’s right, title the Pledged Stock and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (iproceeds thereof. b) Equity Interests (as defined below) now or in If the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right shall become entitled to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of shall receive any such Person, and all of its rights under each stock certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital), option or rights, whether as an addition to, in substitution of, or in exchange for any shares of the Pledged Stock, or otherwise, the Pledgor shall accept any such Pledgor or instruments as the Secured Party's agent, shall hold them in trust for the benefit of such Pledgor Secured Party, and shall deliver them forthwith to the Secured Party in the exact form received, with the Pledgor's endorsement when necessary and/or appropriate stock powers duly executed in blank, to be held by the Secured Party, subject to the terms hereof, as further collateral security for the Obligations. c) In the event of the occurrence and continuation of any Event of Default defined or specified in the Notes, the Secured Party or his nominee may, in addition to any other rights the Secured Party may possess in such event and without notice, exercise the right to receive dividends payable thereon, the right to exchange, at its discretion, any and all of the Pledged Debt SecuritiesStock upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Corporation or upon the exercise by the Corporation of any right, privilege or option pertaining to any shares of the Pledged Stock, and in connection therewith, to deposit and deliver any and all of the Pledged Stock with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by him, but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. d) In the event of the occurrence of any Event of Default defined or specified in the Notes, all distributions with respect to any part of the Pledged Stock shall be paid to the Secured Party to be held by the Secured Party as additional security hereunder until applied to the Obligations. e) In the event of the occurrence and continuation of any Event of Default defined or specified in the Notes, the Secured Party without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person (all and each of which demands, advertisements and/or notices are, to the extent permitted by law, hereby expressly waived); , may forthwith collect, receive, appropriate and realize upon the Pledged Stock, or any part thereof, take title to and hold the Pledged Stock, or any part thereof, and/or may forthwith, to the extent permitted by applicable law, sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Pledged Stock, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the Secured Party's offices or elsewhere at such prices and on such terms (viincluding, without limitation, a requirement, if necessary under applicable securities laws, that any purchaser of all or any part of the Pledged Stock shall be required to purchase the Pledged Stock for investment and without any intention to make a distribution thereof) all as shall be commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk, with the right to the Secured Party or any purchaser upon any such sale or sales, whether public or private, to purchase the whole or any part of the Pledged Stock so sold, free of any right in the Pledgor, which right is hereby expressly waived and released. f) The proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to collection, recovery, receipt, appropriation, realization or sale as the “Collateral”). “Equity Interests” means any and all shares of capital stockaforesaid, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.shall be applied as follows:

Pledge. (a) As Each Pledgor hereby pledges to Agent, on behalf of itself and the Lenders, and grants to Agent, on behalf of itself and the Lenders, a first priority security for the payment and performance, as the case may be, interest in full all of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all following of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash arising or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests acquired (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesCollateral”); ): (iiia) the Pledged Shares and all other property that may be delivered to documents and held by certificates representing or evidencing the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5Pledged Shares, all payments rights, privileges, authority and powers of principal Pledgor as owner or interestholder of the Pledged Shares (including rights arising under the bylaws, articles and similar organizational documents) and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged Securities; (v) subject to Section 5, Shares and all rights to receive payment of principal and privileges of each interest on loans made by Pledgor with respect to Pledged Entity and all books, records and documents pertaining to the foregoing; (b) such portion, as determined by Agent as provided in Section 7(d) below, of any additional shares of Stock of a Pledged Securities Entity from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, distributions, cash, instruments and other property referred or proceeds from time to time received, receivable or otherwise distributed in clauses (i), (ii), (iii) and (iv) above (including, without limitation, respect of or in exchange for any or all collateral granted to such Pledgor or for the benefit of such Pledgor as security for Stock; (c) the Pledged Debt Securities)Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; and and (vid) all proceeds of any of additional Indebtedness arising after the foregoing (the items referred date hereof and owing to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any Pledgor and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all shares interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingthat Pledged Indebtedness.

Pledge. (a) As collateral security for the prompt and complete payment and performance, as the case may be, in full of the all Obligations, each Pledgor hereby grantspledges to Administrative Agent (for its benefit and for the benefit of Lenders) its right, mortgagestitle and interest in and to (a) all of the issued and outstanding capital stock, pledgeslimited liability company interests, hypothecates membership interests, limited partnership interests or other equity interests and transfers any and all other investment property which such Pledgor now holds or hereafter acquires in the issuers as listed on Exhibit A attached hereto and made a part hereof (which Exhibit shall be and shall be deemed to be updated (i) upon the Administrative Agentissuance by any such issuer of any additional capital stock, its successors limited liability company interests, membership interests, limited partnership interests or equity interests now or hereinafter acquired and assigns(ii) in accordance with Section 14) (the “Domestic Pledged Interests”) and (b) sixty-five percent (65%) of the issued and outstanding capital stock, limited liability company interests, membership interests, unlimited liability company interests, limited partnership interests or other equity interests and any and all other investment property which such Pledgor now holds or hereafter acquires in the issuers as listed on Exhibit B attached hereto and made a part hereof (which Exhibit shall be and shall be deemed to be updated upon the issuance by any such issuer of any additional capital stock, limited liability company interests, membership interests, unlimited liability company interests, limited partnership interests or equity interests now or hereinafter acquired and (ii) in accordance with Section 14) (the “Foreign Pledged Interests”, and collectively with the Domestic Pledged Interests, the “Pledged Interests”), and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Agent a continuing security interest in, all of such Pledgor’s enforceable first Lien on its right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightPledged Interests, title or the interest inthereon and all products, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporationsproceeds, partnershipssubstitutions, limited liability companiesadditions, trusts dividends and other Persons in each case whether now existing or hereafter organized, together with its interest in distributions (subject to the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account terms of the liquidation of any such PersonCredit Agreement) in respect thereof, and all of its rights under each certificate or articles of incorporationbooks, bylawsrecords, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued papers relating to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items all of which are referred to in clauses (i) through (vi) above being collectively referred to herein as the “Collateral”). “Equity Interests” means The membership interest certificates, limited liability company interest certificates, unlimited liability company interest certificates, limited partnership interest certificates or capital stock certificates collectively representing all of the Pledged Interests now or hereinafter acquired, together with a transfer power in substantially the form of Exhibit C hereto with respect to each such membership interest certificate, limited liability company interest certificate, unlimited liability company interest certificate, limited partnership interest certificate or capital stock certificate duly signed in blank by each Pledgor, as transferor, shall be delivered by each Pledgor to Administrative Agent (for its benefit and for the benefit of Lenders) contemporaneously with the execution of this Pledge Agreement and with any and all acquisition of additional membership interests, limited liability company interests, unlimited liability company interests, limited partnership interests or shares of capital stockstock by each Pledgor that is represented by a new membership interest certificate, partnership interests, membership interests in a limited liability companycompany interest certificate, beneficial interests in a trust unlimited liability company interest certificate, limited partnership interest certificate or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingstock certificate.

Pledge. (a) As For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Pledgor hereby delivers, pledges, grants security for interests in and assigns to the payment Secured Party all of such Pledgor's right, title and performanceinterest in and to, whether now existing or hereafter coming into existence, the securities, shares of capital stock, warrants, options, partnership interests, member interests, and other equity and ownership interests now or hereafter standing in the name of or otherwise now or hereafter held legally or beneficially by such Pledgor (the "Ownership Interests") in any issuer (a "Company" and, collectively, the "Companies"), and all certificates (if any) representing or evidencing such Ownership Interests standing in such Pledgor's name, all such Ownership Interests as of the date hereof being more particularly described on Exhibit A attached hereto, and all other rights of such Pledgor under any and all agreements, including, without limitation, all right, title and interest (if any) of such Pledgor as a partner or director, as the case may be, to participate in full the operation or management of the Obligations, each any Company and all rights of such Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agentproperty, its successors assets, partnership interests and assignsdistributions under the Organizational Documents, and hereby grants to the Administrative Agent, its successors all present and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all future rights of such Pledgor’s right, title and interest now owned Pledgor to receive payment of money or at any time hereafter acquired by such Pledgor other distributions or payments arising out of or in which such Pledgor now has or at any time in connection with the future may acquire any right, title or interest in, to or under: (i) Equity Ownership Interests (as defined below) now or in the future held by or issued to of such Pledgor in corporationsany Company and its rights under the Organizational Documents, partnerships, limited liability companies, trusts any and all other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, related agreements and whether during the continuance of or on account of the liquidation of any such Personall general intangibles relating thereto and proceeds resulting therefrom as collateral security, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities pledge of any Ownership Interests pursuant to the terms and conditions of the Organizational Documents or any other property referred to in clauses agreement or instrument, for (i), ) the payment and performance of all obligations of the Pledgors under the Credit Agreement; (ii)) the due and punctual payment of the Notes, (iii) as defined in the Credit Agreement and (iv) above (issued pursuant thereto, to the Secured Party, including, without limitation, all collateral granted to such interest payable on the Notes at the interest rates provided therein and in the Credit Agreement, regardless of the extent allowed as a claim in any proceeding in respect of the bankruptcy, reorganization or insolvency of any Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities(a "Reorganization"); (iii) the due and (vi) all proceeds punctual payment of any of the foregoing Pledgors' notes or instruments as may hereafter from time to time be issued in addition to, in place of, or in amendment of, the Notes under the Credit Agreement, including, without limitation, all interest payable on such notes or instruments at the interest rates provided therein, regardless of the extent allowed as a claim in any Reorganization; (iv) the items referred payment and performance of all indebtedness, liabilities and obligations of the Pledgors under the other Security Documents contemplated by the Credit Agreement; (v) the payment and performance of all obligations, indebtedness and liabilities of any of the Pledgors to in clauses (i) through the Secured Party under the other Security Documents contemplated by the Credit Agreement; (vi) above being collectively referred the performance of all of the obligations of each of the Pledgors to as the “Collateral”). “Equity Interests” means Secured Party contained in any of the Loan Documents contemplated by the Credit Agreement; and (vii) the payment of all shares other future advances and other obligations of capital stockany Pledgor to the Secured Party including, partnership interestswithout limitation any future loans and advances made to any Pledgor by the Secured Party prior to, membership interests in a limited liability company, beneficial interests in a trust during or other equity ownership interests in a Personfollowing any Reorganization, and any and all other indebtedness, liabilities and obligations of any Pledgor to the Secured Party of every kind and description, direct, indirect or contingent, now or hereafter existing, due or to become due (all of the foregoing hereinafter called the "Obligations"). (b) In the case of certificated securities, each Pledgor shall promptly pledge and deposit hereunder with the Secured Party, any stock or other certificates, warrants, options or other rights entitling to acquire a certificate of Ownership Interests acquired by such Pledgor in addition to the holder thereof securities referred to on Exhibit A attached hereto, whether by (i) new purchase or acquire (ii) new issuance or by declaration of a dividend or distribution with respect to, or a split of, or conversion of, any securities now or hereafter held in pledge (all in suitable form for transfer by delivery or accompanied by (a) duly executed instruments of transfer or assignments in blank, and (b) any required transfer tax stamps). Such stock or other certificate, equity securities, warrants, options, voting or other rights shall stand pledged and assigned as collateral security for the Obligations in the same manner as the property described in the first paragraph hereof and this paragraph. Nothing contained in this Section 1 shall be deemed to permit any issuances of debt or equity securities, exercise of rights, distributions, payments or other actions not otherwise permitted by the Credit Agreement. In the case of uncertificated securities, each Pledgor shall comply with the provisions of Section 2(h) hereunder and cause the lien on the Pledged Securities to be registered in the books and records maintained by the applicable Company. (All of the foregoingproperty described in the first paragraph hereof and this paragraph is hereinafter collectively called the "Pledged Securities".)

Pledge. (a) As security The Pledgor hereby delivers to the Agent for the payment and performance, as the case may be, in full ------ benefit of the ObligationsBanks, each Pledgor hereby grants, mortgages, and pledges, hypothecates assigns, and transfers to the Administrative AgentAgent for the benefit of the Banks, its successors and assigns, all the Pledged Stock and hereby grants to the Administrative Agent, its successors and assigns, Agent for the ratable benefit of the Secured PartiesBanks a first Lien on, a continuing and security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued Stock and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) in all debt securities now or in the future held by or issued to such Pledgor income thereon and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (proceeds thereof including, without limitation, all dividends or other income from the Pledged Stock, stock splits, options, issues, collections or distributions with respect thereto (collectively, the "Pledged Collateral"), together with appropriate undated stock powers duly executed in blank, as collateral granted security for (i) the prompt and complete payment to such Pledgor or the Agent for the benefit of such Pledgor as security the Banks when stated to be due of all present and future amounts (including amounts that, but for the Pledged Debt Securities); and (vi) all proceeds initiation of any proceeding under any insolvency or bankruptcy law, would become due) now or at any time or from time to time hereafter due or owing to the Banks or any of them whether at maturity or earlier by reason of acceleration or otherwise by or from the foregoing Pledgor and/or the Borrower, arising under the Notes, the Letter of Credit Applications or any other Transaction Documents, together with interest accrued thereon (including interest that, but for the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”initiation of any proceeding under any insolvency or bankruptcy law, would accrue). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrantsfees, options or other rights entitling expenses and costs payable by the holder thereof Pledgor and/or the Borrower to purchase or acquire any the Banks in connection therewith and (ii) the due and punctual payment and performance by the Pledgor of Pledgor's obligations under this Agreement (all of the foregoingforegoing being hereinafter collectively called the "Obligations"). Concurrently with the delivery to the Agent of each certificate representing one or more shares of the Pledged Stock, the Pledgor shall deliver an undated stock power covering such certificate, duly executed in blank.

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grantsdelivers, mortgages, pledges, hypothecates pledges and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, to Lender in all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to and under the following (collectively, the “Collateral”): (a) 26.46% of the limited partnership interests of Xxxxxxx Shopping Center, L.P., a Texas limited partnership (“Issuer”), and any and all additional partnership interests or under: (i) Equity Interests (as defined below) now other equity interests in Issuer hereafter acquired or in obtained by Pledgor to the future held by or issued extent necessary to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its cause Lender to have a security interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account 26.46% of the liquidation aggregate outstanding limited partnership interests of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing Issuer (all such Equity Interests partnership interests referred to in this clause (a) are collectively referred to herein as the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged SecuritiesInterest”); (iiib) any certificates now or hereafter representing the Pledged Interest; (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interestdistributions, dividends, cash, instruments instruments, options, warrants, rights and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion conversion, reclassification or other like change of the Pledged SecuritiesInterest; (vd) subject all rights, privileges, powers, authority, claims and interests of Pledgor relating to Section 5, all rights and privileges of each Pledgor or with respect to the Pledged Securities Interest and other the property referred to in clauses (i), (ii), (iiib) and (ivc) above (above, including, without limitation, under any operating agreement and any other organizational document of Borrower; (e) all collateral granted books, records and other documents of Pledgor related to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)Interests; (f) all general intangibles and investment property constituting, representing or otherwise evidencing any of the foregoing; and (vig) all proceeds of any of the foregoing (foregoing. Pledgor shall forthwith deliver the items referred Collateral to Lender, together with transfer powers in clauses (i) through (vi) above being collectively referred form and substance satisfactory to as Lender duly executed in blank regarding the “Collateral”). “Equity Interests” means In the event that the Collateral is now or is hereafter evidenced by any and all shares of capital stock, limited partnership interests, membership interests in a limited liability company, beneficial interests in a trust interest certificates or other equity ownership interests in a Personcertificates, Pledgor shall promptly deliver such certificates to Lender. Pledgor hereby covenants and agrees that it shall not sell, transfer or otherwise dispose of, or permit any and all warrantssecurity interest, options lien or other rights entitling the holder thereof encumbrance to purchase or acquire exist with respect to, any of the foregoingCollateral (other than the security interest of Lender contemplated hereby).

Pledge. (a) As security To secure the prompt and complete payment and performance of the Liabilities including, without limitation, the obligations of the Pledgor hereunder, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto the Agent for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Lenders and the Issuing Lender a continuing security interest in, in all of such the Pledgor’s 's right, title and interest in and to the following, whether now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedacquired or arising (herein collectively called the "Collateral"): (a) the shares of stock listed in Schedule I hereto, together with its interest and the ---------- certificates representing or evidencing the Pledged Shares, and, in the property case of each any uncertificated equity securities pledged hereunder, such Person, its uncertificated equity securities shall contain a notation of the security interest and the pledge granted to the Agent hereunder on the books and records of the issuer of the uncertificated equity securities in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account name of the liquidation of any such PersonAgent, and all of its rights under each certificate or articles of incorporationcash, bylawssecurities, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all of such Pledged Shares; (b) all other tangible and intangible property and interests therein hereafter delivered to the conversion Agent or any Lender or the Issuing Lender by the Pledgor in substitution for or in addition to any of the Pledged Securities; (v) subject to Section 5foregoing, all certificates, notes and instruments representing or evidencing such other property, and in the case of uncertificated equity securities, all notations of the security interest hereafter delivered on the books and records of the issuer of the uncertificated equity securities in the name of the Agent, and all cash, securities, interest, dividends, and other payments, rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred at any time and from time to time received, receivable or otherwise distributed in clauses respect of or in exchange for any or all thereof; and (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vic) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing; TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, unto the Agent, its successors and assigns, forever, subject, however, to the terms, covenants ------- ------- and conditions hereafter set forth.

Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to pledges unto the Administrative Collateral Agent, its successors and permitted assigns, and hereby grants to the Administrative Collateral Agent, its successors and permitted assigns, for its own benefit and the ratable benefit of the other Secured Parties, a continuing security interest in, all of in such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in and under the future held by or issued to such Pledgor in corporationsfollowing, partnershipswherever located, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property arising or acquired from time to time: 2.1. all shares of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreementstock, limited liability company agreementmembership interests and other ownership interests owned by the Pledgor in each entity designated as an “Issuer” on Schedule II hereto (each an “Issuer” and collectively, operating agreementthe “Issuers”), declaration and any shares of trust capital stock, limited liability company membership interests or any other organizational document or similar agreement of each such Person equity interests obtained in the future by the Pledgor, and the certificates, if any, stock certificates or other security certificates (as defined in the UCC) representing all such Equity Interests (the “Pledged Equity Securities”)shares, membership interests or equity interests; provided that that, with respect to each (a) first-tier Foreign Subsidiary whose Capital Stock is now or hereafter pledged hereunder by the Pledged Equity Securities shall not include Pledgor, and (b) Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more than Foreign Subsidiaries, the Pledgor has pledged or will pledge stock representing 65% of the issued and outstanding voting Equity Interests shares of any Voting Stock of such Foreign Subsidiary or Subsidiary; , as applicable, (or (i) such lesser percentage as is owned by Pledgor, or (ii) all debt securities now such greater percentage as is owned by Pledgor and is permitted by any change in 26 U.S.C. §1ff or other Applicable Law to be pledged by Pledgor without such pledge resulting in the future held by or issued United States income tax liability with respect to such Pledgor and the promissory notes and any other instruments evidencing such debt securities Foreign Subsidiary or Subsidiary, as applicable) (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) ; 2.2. all other property Investment Property that may be delivered to to, and held by by, the Administrative Collateral Agent pursuant to the terms hereof; (iv) hereof or to the ABL Collateral Agent or Term Loan Collateral Agent, in each case as agent for, among others, the Collateral Agent and the Secured Parties, pursuant to the terms of the applicable Intercreditor Agreement; 2.3. subject to Section 56, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributeddistributed or distributable, in respect of, or in exchange for or upon the conversion of for, the Pledged Securities; (v) Securities referred to in clauses 2.1 and 2.2 above; 2.4. subject to Section 56, all rights and privileges of each the Pledgor with respect to the Pledged Securities and other property Investment Property referred to in clauses (i)2.1, (ii)2.2, (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)2.3 above; and (vi) and 2.5. all proceeds of any of the foregoing (the items referred to in clauses (i) 2.1 through (vi) above 2.5 being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the other Secured Parties, until all shares of capital stockthe Secured Obligations (other than contingent indemnification obligations as to which no claims have been asserted) shall have been paid in full in cash; subject, partnership interestshowever, membership interests in a limited liability companyto the terms, beneficial interests in a trust covenants and conditions hereinafter set forth. Upon delivery to the ABL Collateral Agent, the Term Loan Collateral Agent or the Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other equity ownership interests securities now or hereafter included in a Personthe Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the ABL Collateral Agent, the Term Loan Collateral Agent or the Collateral Agent, as applicable, and any by such other instruments and all warrants, options documents as may be reasonably necessary or other rights entitling required or as the holder thereof Collateral Agent may reasonably request to purchase perfect or acquire any maintain the perfection of the foregoingCollateral Agent’s security interest in the Pledged Securities, and (b) all other Investment Property consisting of securities and comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgors and such other instruments or documents as may be reasonably necessary or required or as the Collateral Agent may reasonably request to perfect or maintain the perfection of the Collateral Agent’s security interest in the Investment Property. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof, as the same may be supplemented, amended or otherwise modified from time to time in accordance with the terms of this Agreement. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. (a) As collateral security for the prompt and complete payment and performance, as the case may be, in full of the all Obligations, each Pledgor hereby grantspledges to Administrative Agent (for its benefit and for the benefit of Lenders) its right, mortgagestitle and interest in and to all of the issued and outstanding capital stock, pledgeslimited liability company interests, hypothecates membership interests, partnership interests, other equity interests and transfers any and all other investment property which such Pledgor now holds or hereafter acquires in the issuers as listed on Exhibit A attached hereto and made a part hereof (which Exhibit shall be and shall be deemed to be updated (i) upon the Administrative Agentissuance by any such issuer of any additional capital stock, its successors limited liability company interests, membership interests, partnership interests or equity interests now or hereinafter acquired and assigns(ii) in accordance with Section 14) (the “Pledged Interests”), and hereby grants to the Administrative Agent, Agent a Prior Security Interest on its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in and to the future may acquire any rightPledged Interests, title or the interest inthereon and all products, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporationsproceeds, partnershipssubstitutions, limited liability companiesadditions, trusts dividends and other Persons in each case whether now existing or hereafter organized, together with its interest in distributions (subject to the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account terms of the liquidation of any such PersonCredit Agreement) in respect thereof, and all of its rights under each certificate or articles of incorporationbooks, bylawsrecords, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued papers relating to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items all of which are referred to in clauses (i) through (vi) above being collectively referred to herein as the “Collateral”). “Equity Interests” means The membership interest certificates, limited liability company interest certificates, partnership interest certificates or capital stock certificates collectively representing all of the Pledged Interests now or hereinafter acquired, together with a transfer power in substantially the form of Exhibit B hereto with respect to each such membership interest certificate, limited liability company interest certificate, partnership interest certificate or capital stock certificate duly signed in blank by each Pledgor, as transferor, shall be delivered by each Pledgor to Administrative Agent (for its benefit and for the benefit of Lenders) contemporaneously with the execution of this Pledge Agreement and promptly following any and all acquisition of additional membership interests, limited liability company interests, partnership interests or shares of capital stockstock by each Pledgor that is represented by a new membership interest certificate, limited liability company interest certificate, partnership interests, membership interests in a limited liability company, beneficial interests in a trust interest certificate or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingstock certificate.

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Each Sponsor Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, Collateral Agent for its successors benefit and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured PartiesHolders of Bonds, and grants to the Collateral Agent for its benefit, for the benefit of the Trustee and the ratable benefit of the Holders of Bonds, a continuing perfected first priority security interest in, in all of such Pledgor’s its right, title and interest now owned or at any time hereafter thereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: following (ithe "Pledged Collateral"): (a) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts Pledged Shares and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in certificates representing the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such PersonPledged Shares, and all products and proceeds of its rights under each certificate or articles any of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” andShares, together with the Pledged Equity Securitiesincluding, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5without limitation, all payments of principal or interest, dividends, cash, instruments options, warrants, rights, instruments, subscriptions and other property or proceeds from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion all of the Pledged SecuritiesShares or any of the foregoing; and (vb) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities Partnership Interests, and other property referred to in clauses (i)all products and proceeds of any of the Pledged Partnership Interests, (ii), (iii) and (iv) above (including, without limitation, all collateral granted dividends, cash, rights, and other property or proceeds from time to such Pledgor time received, receivable or otherwise distributed in respect of or in exchange for the benefit any or all of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of Partnership Interests or any of the foregoing including distributions of "Cash Flow" (as defined in the items referred to in clauses NE LP Partnership Agreement); and (ic) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any all additional shares of, and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any securities convertible into and all warrants, options or other rights entitling to purchase, Capital Stock of, or other Equity Interests in, the holder thereof Owned Entities from time to purchase time acquired by each Sponsor Pledgor in any manner, and the certificates, if any, representing such additional shares and Equity Interests (any such additional shares and Equity Interests and other items shall constitute part of the Pledged Shares or acquire the Pledged Partnership Interests, as applicable, under and as defined in this Agreement), and all products and proceeds of any of the foregoing, including, without limitation, all dividends, cash, options, warrants, rights, instruments, subscriptions, and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

Pledge. (a) As security for the full, prompt and complete payment and performanceperformance when due (whether at stated maturity, as by acceleration or otherwise) of all Obligations arising under the case may beLoan Documents, together with, without limitation, the prompt payment of all of Lender’s Expenses, Pledgor hereby pledges to Lender, and grants to Lender a security interest in full all of the Obligationsfollowing (collectively, each the “Pledged Collateral”), except as specifically provided in Section 6, below: (i) the Pledged Interests owned or held by Pledgor hereby grantsand the certificates representing such Pledged Interests, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest inincluding without limitation, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to and under all (A) proceeds, distributions of profits and income associated with the Pledged Interests, (B) capital distributions from each Company, (C) distributions of cash flow by each Company, (D) proceeds of any liquidation upon the dissolution of any Company and winding up of the affairs of any Company, and (E) all other rights of Pledgor as a stockholder or under: (i) Equity Interests (as defined below) now or in member of each Company including, without limitation, rights to reports, accounting, information and voting to the future held extent permitted by or issued to such Pledgor in corporationslaw, partnerships, limited liability companies, trusts and other Persons in each case whether now presently existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”)arising; provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; Pledge Agreement – Cepton (ii) all debt securities now or in the future voting trust certificates held by or issued Pledgor evidencing the right to such Pledgor and the promissory notes and vote any other instruments evidencing such debt securities (the “Pledged Debt Securities” Interests subject to any voting trust; and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all additional shares or other property that may equity interests and voting trust certificates from time to time acquired by Pledgor in any manner (which additional shares or other equity interests shall be delivered deemed to be part of the Pledged Interests), and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5certificates representing such additional shares or other equity interests, and all payments of principal or interestdividends, dividendsdistributions, cash, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed, distributed in respect of, of or in exchange for any or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoinginterests.

Pledge. (a) As security for The Pledgors hereby pledge to the payment and performance, as the case may be, in full Secured Parties all of the Obligations, shares of beneficial interests in each Pledgor hereby grants, mortgages, pledges, hypothecates of the Entities comprising Tenant (the “Pledged Interests”) and transfers all other shares of beneficial interest in each of the Entities comprising Tenant in which the Pledgors may have rights from time to time and any other securities or other investment property and other collateral of the Administrative Agent, its successors and assigns, and hereby grants Pledgors now owned or hereafter acquired which under this Agreement are required to the Administrative Agent, its successors and assigns, for the ratable benefit of be pledged to the Secured Parties, a continuing security interest inand in each case, all certificates representing such Pledged Interests or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organizedPledged Interests, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account all proceeds of the liquidation of any such Personforegoing, and all of its rights under each certificate or articles of incorporationincluding, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5without limitation, all payments of principal or interest, dividends, cash, instruments and notes, securities or other property from time to time receivedacquired, receivable or otherwise distributed, distributed in respect of, or in exchange for for, the foregoing, (the Pledged Interests and any additional securities or upon collateral pledged hereunder, collectively, the conversion “Pledged Collateral”), and the Pledgors hereby grant to the Secured Parties a security interest in all of the Pledged Securities; (v) subject to Section 5, all rights Collateral and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor proceeds thereof as security for the Pledged Debt Securities); due and (vi) all proceeds of any punctual payment and performance of the foregoing Secured Obligations (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”hereinafter defined). “Equity Interests” means The Pledgors have delivered to and deposited with the Secured Parties any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust certificates or other equity ownership interests instruments representing the Pledged Collateral and undated trust share powers endorsed in a Personblank, as security for the payment and performance of all of the Secured Obligations. If in the future any and all warrants, options Pledgor possesses or controls any other certificates or other rights entitling instruments representing the holder thereof Pledged Collateral, such Pledgor shall immediately and without notice deliver the same to purchase or acquire any the Secured Parties together with undated trust share powers endorsed in blank, as security for the payment and performance of all of the foregoingSecured Obligations.

Pledge. (a) As security for the payment and or performance, as the case may be, in full of the Obligations, including the Guaranty, each Pledgor Grantor hereby grants, mortgages, pledges, hypothecates assigns and transfers pledges to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such PledgorGrantor’s right, title and interest in, to and under and whether now owned or at hereafter existing or arising (i) all Equity Interests held by it in each of its Restricted Subsidiaries, including, without limitation, the Equity Interests listed on Schedule I and any time hereafter acquired by such Pledgor or other Equity Interests in which such Pledgor now has or at any time Restricted Subsidiary obtained in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person Grantor and the certificates, if any, certificates representing all such Equity Interests (collectively, the “Pledged Equity SecuritiesEquity”); provided that the Pledged Equity Securities shall not include more than (A) Equity Interests of any De Minimis Foreign Susidiary, (B) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests are pledged as security for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (C) Equity Interests of any JV Entity if and for so long as the terms of any Contractual Obligation existing on the Closing Date prohibit the creation of any other Lien on such Equity Interests (or with respect to any JV Entity acquired after the Closing Date, as of the date of such acquisition; provided such Contractual Obligation was not entered into in connection with or anticipation of such acquisition), (D) Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of each Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by the Borrower or any Guarantor, (E) Equity Interests of any Foreign SubsidiarySubsidiary with respect to which the Administrative Agent and the Borrower have determined in their reasonable judgment and agreed in writing that the costs of providing a pledge of such Equity Interests is excessive in view of the benefits to be obtained by the Secured Parties therefrom and (F) any Equity Interests the pledge of which is prohibited by applicable Laws or which would require governmental consent, approval, license or authorization unless such consent, approval, license or authorization has been received; (ii) all (A) the debt securities now or owned by it including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future held by or issued to such Pledgor Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” anddebt securities referred to in clauses (A), together with the Pledged Equity Securities, (B) and (C) of this clause (ii) are collectively referred to as the “Pledged SecuritiesDebt”); (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereofCollateral Agent; (iv) subject to Section 52.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, in exchange for or upon the conversion of of, and all other Proceeds received in respect of, the Pledged Securitiessecurities referred to in clauses (i) and (ii) above; (v) subject to Section 52.06, all rights and privileges of each Pledgor such Grantor with respect to the Pledged Securities securities and other property referred to in clauses (i), (ii), ) and (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities)above; and (vi) all proceeds Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and all shares of capital stockpreferences pertaining or incidental thereto, partnership interestsunto the Collateral Agent, membership interests in a limited liability companyits successors and assigns, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling for the holder thereof to purchase or acquire any benefit of the foregoingSecured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers pledges to the Administrative Agent, its successors Agent for the benefit of the Secured Parties and assigns, and hereby grants to the Administrative Agent, its successors and assignseach Pledgor grants, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests following (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securitiescollectively, the “Pledged SecuritiesCollateral”): (a) The Equity Interests described in Exhibit A hereto, and the certificates representing such Equity Interests, all options and warrants for the purchase of shares of such Equity Interests held in the name of such Pledgor (all of said Equity Interests, options and warrants, and all Equity Interests held in the name of such Pledgor as a result of the exercise of such options or warrants, being hereinafter collectively referred to as the “Pledged Interests”); (iii) all other property that may be , herewith delivered to and held by the Administrative Agent pursuant accompanied by powers (with respect to all certificated Pledged Interests) in the terms hereof; form of Exhibit B hereto and made a part hereof (ivthe “Powers”) subject to Section 5duly executed in blank, and all payments of principal or interestdividends, dividendsdistribution, cash, instruments and other property from time to time received, receivable or otherwise distributed, distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) All right, title and interest of any Pledgor as a member of any limited liability company (“LLC”) or a partner in any limited partnership (“LP”) and all right, title and interest of any Pledgor in, to and under an LLC or LP operating or partnership agreement to which it is a party, each described in Exhibit A hereto (the “Pledged LLC/LP Interests”); (c) All additional Equity Interests related to the Pledged Interests and from time to time acquired by such Pledgor in any manner (any such additional Equity Interests shall constitute part of the Pledged Interests and the Administrative Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), and all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion all of such shares; (d) The indebtedness of each issuer of the Pledged Securities; LLC/LP Interests to such Pledgor referred to in Exhibit C attached hereto (vthe “Pledged Debt”) subject to Section 5and the instruments evidencing such Pledged Debt (if any), duly endorsed and in transferable form, all rights payments of principal thereof and privileges of each Pledgor interest thereon, due and to become due thereunder, and all books and records applicable thereto; (e) Intentionally Deleted; (f) The property and interests in property described in Section 4 below with respect to the Pledged Securities and other property referred to in clauses such Pledgor; and (i), (ii), (iiig) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all All proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

Pledge. (a) As security To secure all Obligations of such Pledgor and for the payment and performance, as the case may be, purposes set forth in full of the ObligationsSection 1 hereof, each Pledgor hereby grantshereby: (i) grants to the Pledgee a security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee the Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee certificates or instruments therefor, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, pledges, hypothecates charges and transfers sets over to the Administrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, Pledgee all of such Pledgor’s 's right, title and interest now owned in and to such Securities (and in and to all certificates or at any time hereafter acquired instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee all of such Pledgor or in which Pledgor's Pledged Limited Liability Company Interests and all of such Pledgor now has or at any time in the future may acquire any Pledged Pledgor's right, title and interest in each limited liability company to which such interests relate, whether now existing or hereafter acquired, including, without limitation: (A) all the capital thereof and its interest inin all profits, to or under: (i) Equity Interests losses, Limited Liability Company Assets (as defined below) now and other distributions to which such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests; (B) all other payments due or in the future held by or issued to become due to such Pledgor in corporationsrespect of Pledged Limited Liability Company Interests, partnerships, whether under any limited liability companies, trusts and other Persons in each case whether now existing company agreement or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Personotherwise, whether in cash as contractual obligations, damages, insurance proceeds or other property, and whether during the continuance of or on account of the liquidation of any such Person, and otherwise; (C) all of its rights under each certificate or articles of incorporationclaims, bylawsrights, partnership agreementpowers, limited liability company agreementprivileges, operating agreementauthority, declaration of trust or any other organizational document or similar agreement of each such Person options, security interest, liens and the certificatesremedies, if any, representing all under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Equity Interests Pledged Limited Liability Company Interests; (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (iiD) all debt securities now present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Pledged Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the future held by or issued to name of such Pledgor and the promissory notes in respect of such Pledged Limited Liability Company Interest and any other instruments evidencing such debt securities limited liability company, to make determinations, to exercise any election (the “Pledged Debt Securities” andincluding, 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 Pledged Equity Securitiesforegoing or for any Limited Liability Company 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 “Pledged Securities”); foregoing; (iiiF) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed, distributed in respect of, of or in exchange for any or upon all thereof; and (G) to the conversion extent not otherwise included, all proceeds of any or all of the Pledged Securitiesforegoing; and (v) subject transfers and assigns to Section 5the Pledgee such Pledgor's Pledged Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged Partnership including, without limitation: (A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Collateral; (B) all other payments due or to become due to such Pledgor in respect of any such Collateral, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all 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; (D) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Partnership Interest, including any power, if any, to terminate, cancel or modify any general or limited partnership 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 and any Pledged Partnership, 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; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred at any time and from time to time received, receivable or otherwise distributed in clauses respect of or in exchange for any or all thereof; and (i)G) to the extent not otherwise included, all proceeds of any or all of the foregoing. (ii)b) As used herein, (iii) the term "LIMITED LIABILITY COMPANY ASSETS" shall mean all assets, whether tangible or intangible and (iv) above whether real, personal or mixed (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); limited liability company capital and (vi) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stock, partnership interests, membership interests in a other limited liability companycompanies), beneficial interests in a trust at any time owned or other equity ownership interests in a Person, and represented by any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingPledged Limited Liability Company Interest.

Pledge. (a) As collateral security for the prompt and complete payment and performanceperformance when due, as the case may bewhether at stated maturity, in full by acceleration or otherwise, of all of the Secured Obligations, each whether now existing or hereafter arising and howsoever evidenced, the Pledgor hereby pledges, grants, mortgagesassigns, pledgeshypothecates, hypothecates transfers and transfers delivers to the Administrative Collateral Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing first priority security interest in, in all of such Pledgor’s rightthe property of the Pledgor identified below, title in each case, wherever located and interest now owned or at any time hereafter acquired by such the Pledgor or in which such the Pledgor now has or at any time in the future may acquire any right, title or interest in(collectively, to or under: the “Pledged Collateral”): (ia) Equity Interests (as defined below) now or all of the Pledgor’s limited liability company interests in the future held by or issued to such Pledgor in corporations, partnerships, Borrower (including those described on Schedule I) and all after acquired limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest company interests in the property of each such PersonBorrower (collectively, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person“LLC Interests”), and all of its the Pledgor’s rights under each certificate or articles of incorporation, bylaws, partnership agreement, to acquire limited liability company agreement, operating agreement, declaration of trust interests in the Borrower in addition to or any other organizational document in exchange or similar agreement of each such Person and substitution for the certificates, if any, representing LLC Interests; (b) all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued Pledgor’s rights, privileges, authority and outstanding voting Equity Interests powers as a member of any Foreign Subsidiary; the Borrower under the Operating Agreement; (iic) all debt securities now certificates or other documents representing any and all of the foregoing in the future held by or issued to such Pledgor clauses (a) and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the Pledged Equity Securities, the “Pledged Securities”b); ; (iiid) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) subject to Section 5, all payments of principal or interest, dividends, distributions, cash, securities, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (v) subject to Section 5, all rights and privileges of each Pledgor with respect to the Pledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any kind to which the Pledgor may be entitled in its capacity as member of the foregoing Borrower by way of distribution, return of capital or otherwise; (e) without affecting any obligations of the items referred Pledgor or the Borrower under any of the other Loan Documents, in the event of any consolidation or merger in which the Borrower is not the surviving Person, all ownership interests of any class or character in the successor Person formed by or resulting from such consolidation or merger; (f) any other claim which the Pledgor now has or may in the future acquire in its capacity as member of the Borrower against the Borrower and its property; and (g) all proceeds, products and accessions of and to any of the property described in the preceding clauses (a) through (f) above. provided that in no event shall the Pledged Collateral include (i) through any Restricted Payments if such Restricted Payments are permitted to be received by the Pledgor pursuant to the Loan Documents, or (viii) above being collectively referred to as the “Collateral”). “Equity Interests” means any and all shares of capital stockright, partnership interests, membership interests title or interest in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoingitems in this Section 2.01 which has been released from the Liens created hereunder pursuant to Section 6.16 hereof.