Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the Equity Interests shares of capital stock and other equity interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests equity interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or b) (y) an Excluded Asset, (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities securities, if any (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), (e) subject to Section 3.062.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests and listed on Schedule II), (ii) II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (xi) insofar as they secure Domestic Obligations, more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (yit being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), and (ii) any debt securities in the future issued to such Grantor and Excluded Equity Interests; (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (cb) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (dc) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and or (b) above, ; (ed) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses clause (a), (b), ) or (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the all Equity Interests owned by it (including those Equity Interests listed opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (iiI) and any other Equity Interests obtained in the future by such Grantor and (iii) the all certificates and other instruments representing all such Equity Interests (all the foregoing “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Pledged StockExcluded Equity Interests”); provided, however, that the Pledged Stock shall not include ) or (xii) more than 66% of the issued and outstanding voting any Equity Interests of any Foreign Subsidiary or (y) an to the extent and for so long as such Equity Interests constitute Excluded Asset, Property; (b)(i) the debt securities held all Promissory Notes and all Instruments evidencing Indebtedness owned by such Grantor on the date hereof it (including all such debt securities those listed opposite the name of such Grantor on Schedule II), I) and (ii) any debt securities all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future issued to by such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt SecuritiesDebt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01 or Section 2.02; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. ): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (a)(i) the Equity Interests now or at any time hereafter owned by or on behalf of such Grantor, including those set forth opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), and (ii) any all certificates and other Equity Interests obtained in the future by such Grantor and (iii) the certificates instruments representing all such Equity Interests (all the foregoing collectively referred to herein as (i) and (ii) collectively, the “Pledged StockEquity Interests”); provided, however, provided that the Pledged Stock Equity Interests shall not include any Excluded Equity Interest or any Excluded Assets; (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or b) (y) an Excluded Asset, (b)(ii) the debt securities held now owned or at any time hereafter acquired by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II), and (ii) any debt securities in the future issued to such Grantor and (iii) the all promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as (i) and (ii) collectively, the “Pledged Debt Securities”), ; provided that the Pledged Debt Securities shall not include any Excluded Assets; (c) all other property of such Grantor that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, 3.01 or Section 3.02; (d) subject to Section 3.063.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) above, Pledged Debt Securities; (e) subject to Section 3.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above (excluding any Excluded Assets) being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, pledges and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (a)(ii) the all Equity Interests owned held by such Grantor on the date hereof (it, including all such Equity Interests those that are listed on Schedule II)I, (ii) and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity”); provided, however, provided that the Pledged Stock Equity shall not include any Excluded Assets; (xii) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(iA) the debt securities held owned by such Grantor on the date hereof (it, including all such debt securities those listed opposite the name of such Grantor on Schedule II)I, (iiB) any debt securities obtained in the future issued to by such Grantor and (iiiC) the promissory notes and any other instruments evidencing such debt securities Indebtedness (all the foregoing collectively referred to herein as collectively, the “Pledged Debt SecuritiesDebt”), ; provided that the Pledged Debt shall not include any Excluded Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01 and Section 2.02; (div) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above, ; (ev) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above, and ; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”; provided that the Pledged Collateral shall not include any Excluded Assets); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s 's right, title and interest in, to and under (a)(ia) the shares of capital stock, membership interests and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (yii) an Excluded Assetto the extent applicable law requires that a subsidiary of such Grantor issue directors' qualifying shares, such qualifying shares; (b)(ib) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities and intercompany loans and advances listed opposite the name of such Grantor on Schedule II), (ii) any debt securities securities, and intercompany loans or advances in the future issued to or owed to such Grantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities or intercompany loans or advances (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed opposite the name of such Grantor on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an and shall not include any Excluded AssetCollateral, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) subject to the proviso in clause (a) above, all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding anything to the contrary, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of no pledge or security interest in an is created hereby in, and the Pledged Collateral shall not include, any Excluded AssetCollateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or Subsidiary; (y) an Excluded Asset, b) (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (a)(ii) the all Equity Interests owned held by such Grantor on the date hereof (it, including all such Equity Interests those that are listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity”); provided, however, provided that the Pledged Stock Equity shall not include Excluded Assets; (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(iii) the debt securities held owned by such Grantor on the date hereof (it, including all such debt securities those listed opposite the name of such Grantor on Schedule II), (iiB) any debt securities obtained in the future issued to by such Grantor and (iiiC) the promissory notes and any other instruments evidencing Indebtedness owed to it or obtained in the future by such debt securities Grantor (all the foregoing collectively referred to herein as the “Pledged Debt SecuritiesDebt”), ; provided that the Pledged Debt shall not include any Excluded Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01 and Section 2.02; (div) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above, ; (ev) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above, and ; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests of the Borrower and each wholly owned Restricted Subsidiary owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests of a wholly owned Restricted Subsidiary obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary and shall not include Equity Interests of entities that are Specified Subsidiaries by reason of clauses (ii) or (yiii) an Excluded Asset, of the definition of Specified Subsidiary; (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in issued after the future issued Effective Date to such Grantor by any of Holdings, the Borrower or any Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (xA) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower which is treated as a Foreign Subsidiary of the Borrower for United States federal income tax purposes or, (yB) an Excluded Assetany Equity Interest in any Not for Profit Subsidiary, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent (or its bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities items referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”” subject to the exclusions set forth in Section 4.01(d) below); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests of any Subsidiary owned by such Grantor, including those listed opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II)I hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) subject to Section 2.02, the certificates or other instruments representing all such Equity Interests (all the foregoing collectively referred to herein as if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged StockEquity Interests”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held and Instruments owned by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II)I hereto, (ii) any debt securities and Instruments in the future issued to or otherwise acquired by such Grantor Grantor, and (iii) subject to Section 2.02 the promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) and above; (de) above, the Intercompany Note; and (f) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); providedprovided that none of “Pledged Collateral,” “Pledged Equity Interests”, however“Pledged Debt Securities” or any term defined by reference thereto shall include, that notwithstanding any other provision in and this agreementAgreement shall not constitute the assignment or pledge of, this Section 3.01 shall not, at any time, constitute or a grant of a security interest in an in, any Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest interest, in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Parties forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the (i) all Equity Interests owned held by such Grantor on the date hereof it (including all such those Equity Interests listed on Schedule II), ) and (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as clauses (i) and (ii) collectively, the “Pledged StockEquity”); provided, howeverin each case including all dividends, that distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock shall not include (x) more than 66% of the Equity and all warrants, rights or options issued and outstanding voting Equity Interests of any Foreign Subsidiary thereon or (y) an Excluded Asset, with respect thereto; (b)(i) the debt securities held Promissory Notes and any Instruments evidencing indebtedness owned by such Grantor on the date hereof it (including all such debt securities those listed opposite the name of such Grantor on Schedule II), ) and (ii) any debt securities Promissory Notes and Instruments evidencing indebtedness obtained in the future issued to by such Grantor (the foregoing clauses (i) and (iiiii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt SecuritiesDebt”), in each case including 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 Pledged Debt; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above, ; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns grants and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor it on the date hereof (including all such Equity Interests listed on Schedule II) (other than the Equity Interests of any Inactive Subsidiary), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding voting Equity Interests and 100% of the issued and outstanding shares of nonvoting Equity Interests (if any) of any Foreign Subsidiary or (yii) an Excluded Asset, any Equity Interests of any Foreign Subsidiary owned by a Foreign Subsidiary; (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect ofrespect, of the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (a)(ia) (i) the Equity Interests now or at any time hereafter owned by or on behalf of such Grantor, including those set forth opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), and (ii) any all certificates and other Equity Interests obtained in the future by such Grantor and (iii) the certificates instruments representing all such Equity Interests (all the foregoing collectively referred to herein as (i) and (ii) collectively, the “Pledged StockEquity Interests”); provided, however, provided that the Pledged Stock Equity Interests shall not include any Excluded Securities; (xb) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(ii) the debt securities held now owned or at any time hereafter acquired by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II), and (ii) any debt securities in the future issued to such Grantor and (iii) the all promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as (i) and (ii) collectively, the “Pledged Debt Securities”), ; provided that the Pledged Debt Securities shall not include any Excluded Securities; (c) all other property of such Grantor that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 3.01 or Section 3.02; (d) subject to Section 3.063.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) above, Pledged Debt Securities; (e) subject to Section 3.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (d) above, and ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthshall not include any Excluded Property.

Pledge. As Subject to Section 3.06, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests of any subsidiaries owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests of any subsidiaries obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or Subsidiary; (y) an Excluded Asset, b) (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities (other than Permitted Investments) in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned or held by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity Interests”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities owned or held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, including all governance rights, including all rights to vote, consent to action and otherwise participate in the management of the issuer of any Pledged Equity Interests, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that notwithstanding any other provision anything else in this agreementAgreement, this Section 3.01 neither “Pledged Collateral,” “Pledged Equity Interests,” “Pledged Debt Securities,” nor any component thereof, nor any defined term used in the items constituting Pledged Collateral shall notinclude any Excluded Asset, at any time, constitute a grant of and no security interest in an any Excluded AssetAsset will be granted pursuant to this Agreement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, pledges and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on in the date hereof (including all such Equity Interests Domestic Subsidiaries and Significant Foreign Subsidiaries as listed on Schedule II), (ii) and any other Equity Interests in any Domestic Subsidiaries and Significant Foreign Subsidiaries (other than Blockbuster Australia Pty. Ltd.) obtained in the future by such Grantor and (iii) the certificates certificates, if any, representing all such Equity Interests in the Domestic Subsidiaries and, subject to the restrictions set forth herein, such Significant Foreign Subsidiaries (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (cb) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (dc) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.06, all rights and privileges of such the Grantor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above; and (de) abovesubject to Section 3.06, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that notwithstanding the Collateral shall not include more than 65% of the issued and outstanding voting Equity Interests of any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded AssetSignificant Foreign Subsidiary. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns assigns, pledges and pledges grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (a)(i) the Equity Interests now or at any time hereafter owned by or on behalf of such Grantor on the date hereof (Grantor, including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed those set forth opposite the name of such Grantor on Schedule II), II and (ii) any debt securities all certificates and other instruments representing all such Equity Interests (the items referred to in the future issued to such Grantor (i) and (iiiii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing being collectively referred to herein as called the “Pledged Debt SecuritiesEquity Interests”); provided that (A) the Grantors shall not be required to pledge voting Equity Interests in any first-tier CFC in excess of the amount of such Equity Interests constituting 65% of the total combined voting power of all classes of Equity Interests entitled to vote, and (cB) no Subsidiary shall be required to pledge any Equity Interests (or any other assets) owned by a CFC; (b) all other property of such Grantor that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, 3.01 or Section 3.02; (dc) subject to Section 3.063.05, all payments of principal dividends or interestother distributions, dividends, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses Pledged Equity Interests; (a) and (b) above, (ed) subject to Section 3.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), ) and (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a)(ia) the all shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it (including all such Equity Interests those listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Subsidiary, or (yii) an Excluded Assetto the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares; (b)(ib) (i) the all debt securities held owned by such Grantor on the date hereof it (including all such debt securities those listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule IIIII), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); (provided, however, that the Pledged Stock shall not include (xA) more than 6665% of the issued and outstanding voting Equity Interests of in any Foreign Subsidiary, (B) any Equity Interest in any Non-Significant Subsidiary or (yC) an Excluded Assetany Equity Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law), (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule IIIII), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (a)(ii) the all Equity Interests owned held by such Grantor on the date hereof (it, including all such Equity Interests those that are listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity”); provided, however, that the Pledged Stock shall not include ; (xii) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(iA) the debt securities held owned by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II)it, (iiB) any debt securities obtained in the future issued to by such Grantor and (iiiC) the promissory notes and any other instruments evidencing Indebtedness owed to it (including those listed on Schedule II) or obtained in the future by such debt securities Grantor (all the foregoing collectively referred to herein as the “Pledged Debt SecuritiesDebt”), ; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01 and Section 2.02; (div) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above, ; (ev) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above, and ; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”; provided that the Pledged Collateral shall not include any Excluded Assets); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under under: (a)(ia) the all Equity Interests now owned or at any time hereafter acquired by such Grantor on the date hereof it (including all such those Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (iiI) any debt securities in the future issued to such Grantor and (iii) the promissory notes all certificates and any other instruments evidencing representing all such debt securities Equity Interests; provided that the Pledged Equity shall not include more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (all the foregoing collectively referred to herein as collectively, the “Pledged Debt SecuritiesEquity”), ; (b) all Promissory Notes and all Instruments evidencing Indebtedness now owned or at any time hereafter acquired by it (including those listed opposite the name of such Grantor on Schedule I) (the “Pledged Debt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01 or Section 2.02; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) above, the Pledged Debt; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. 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 assignsshall not include any item referred to in clauses (a) through (f) above if, for the ratable benefit of the Secured Parties, forever; subject, however, so long as and to the terms, covenants and conditions hereinafter set forthextent such item constitutes Excluded Property.

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (a)(i1) the Equity Interests (a) directly owned by such Grantor on as of the date hereof Closing Date and (including all such Equity Interests listed on Schedule II), (iib) any other Equity Interests obtained in the future by such Grantor and (iii) after the Closing Date and, in each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (the Equity Interests (all described in the foregoing collectively referred to herein as clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Stock”); provided, however, that the Pledged Stock shall not include ; (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii2) the promissory notes and any instruments and any security certificates evidencing Indebtedness (a) owned by such Grantor as of the Closing Date and (b) issued to such Grantor after the Closing Date and having an aggregate principal amount in excess of $7.5 million, in each case, other than any Excluded Assets (the instruments evidencing such debt securities (all described in the foregoing collectively referred to herein as clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Debt SecuritiesDebt”), ; (ci) all other property that may be delivered to Indebtedness owed by another Grantor, (ii) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and held by the Collateral Agent pursuant its Subsidiaries or (iii) to the terms extent the pledge of this Section 3.01, such promissory note or instrument would violate any applicable law (dafter giving effect to the relevant anti-assignment provisions of the Uniform Commercial Code); (3) subject to Section 3.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in the foregoing clauses (a1) and (b) above, 2); (e4) subject to Section 3.063.05 hereof, all rights and privileges of such Grantor with respect to the securities and other property referred to in the foregoing clauses (a1), (b), (c2) and (d3) above, and ; and (f5) all Proceeds proceeds of any of the foregoing items referred to in clauses (1) through (4) above, but excluding any Excluded Assets (the items referred to in clauses (a1) through (f5) above being collectively referred to as of this Section 3.01, collectively, the “Pledged Collateral”); provided, however, that notwithstanding . Notwithstanding anything to the contrary in this Agreement or any other provision in this agreementLoan Document, this Section 3.01 shall notnone of the Pledged Stock, at Pledged Debt or Pledged Collateral will include nor will the security interests granted hereunder attach to any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forthforth and in each case subject to the Credit Agreement.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (a)(i) the Equity Interests now or at any time hereafter owned by or on behalf of such Grantor, including those set forth opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), and (ii) any all certificates and other Equity Interests obtained in the future by such Grantor and (iii) the certificates instruments representing all such Equity Interests (all the foregoing collectively referred to herein as (i) and (ii) collectively, the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include Pledged (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(ii) the debt securities held now owned or at any time hereafter acquired by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II), and (ii) any debt securities in the future issued to such Grantor and (iii) the all promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as (i) and (ii) collectively, the “Pledged Debt Securities”), ; (c) all other property of such Grantor that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 3.01 or Section 3.02; (d) subject to Section 3.063.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Stock and (b) above, Pledged Debt Securities; (e) subject to Section 3.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, performance in full of the Secured Obligations, including the Guaranteed Obligations, each Grantor of the Grantors hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a second-priority security interest in, in all of such Grantor’s right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire right, title or interest: (a)(ii) all Equity Interests held by it, including without limitation, the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests which are listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity”); provided, however, provided that the Pledged Stock Equity shall not include (xA) more than 66Excluded Assets or (B) for the avoidance of doubt, Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of (1) any Restricted Subsidiary that is a CFC Holding Company and (2) any Restricted Subsidiary that is a wholly owned Foreign Subsidiary that is directly owned by the Borrower or by any Subsidiary Guarantor; (yii) an Excluded Asset(A) all debt securities owned by it, (b)(i) including without limitation, the debt securities held by such Grantor on the date hereof (including all such debt securities which are listed opposite the name of such Grantor on Schedule II), (iiB) any debt securities obtained in the future issued to by such Grantor and (iiiC) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt SecuritiesDebt”), ; (ciii) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, Agreement; (div) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above, ; (ev) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above, and ; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”); provided. For the avoidance of doubt, however, that notwithstanding neither “Pledged Collateral” nor any other provision in this agreement, this Section 3.01 defined term used therein shall not, at include any time, constitute a grant of security interest in an Excluded AssetAssets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, Administrative Agent and its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, Administrative Agent and its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such GrantorPledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests owned by shares of capital stock and other equity interests listed opposite such Grantor on the date hereof (including all such Equity Interests listed Pledgor’s name on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor I and (iii) the certificates representing all such Equity Interests equity interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities Convertible Notes and Warrants listed opposite the such Pledgor’s name of such Grantor on Schedule II), I and (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities Convertible Notes and Warrants (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion conversion, redemption or repurchase of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) any “securities account” or “deposit account” (as defined in Sections 8-501 and 9-102 of the New York UCC, respectively) (such accounts collectively, an “Account”) created to hold any of the foregoing; (e) subject to Section 3.062.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a)(i) under: 2.1 the Equity Interests partnership interests owned by such Grantor on the date hereof (including all such Equity Interests Pledgor and listed on Schedule II)I hereto, (ii) and any other Equity Interests equity interest of any Subsidiary obtained in the future by such Grantor the Pledgor, and (iii) the certificates all securities representing all such Equity Interests equity interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) ; 2.2 all other property Investment Property that may be delivered to to, and held by by, the Collateral Agent pursuant to the terms of this Section 3.01, (d) hereof; 2.3 subject to Section 3.066, all payments of principal or interest, dividendsdistributions, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities referred to in clauses (a) 2.1 and (b) 2.2 above, (e) ; 2.4 subject to Section 3.06Section 6, all rights and privileges of such Grantor the Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b), (c) and (d) above2.2, and (f) 2.3 above; and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (f) above 2.5 being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreveruntil the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 3 of this Agreement, (a) all securities now or hereafter included in the Pledged Securities shall be accompanied by instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a)(ia) the Equity Interests shares of Capital Stock owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II hereto and any other Equity Interests shares of Capital Stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and (iii) the certificates representing all such Equity Interests shares (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary or Subsidiary; (y) an Excluded Asset, b) (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities securities, instruments or obligations in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (c) all other property securities and instruments that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities and instruments referred to in clauses (a) and (b) above, ; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged "Collateral”"); provided, howeverprovided further, that notwithstanding (i) the Xxxxxxx Obligations shall be secured only by the Xxxxxxx Collateral and (ii) the WOW Obligations shall be secured only by the WOW Collateral (it being understood that the Xxxxxxx Collateral and the WOW Collateral shall also secure all General Obligations) and provided further that any other provision in this agreement, this Section 3.01 Collateral that is neither Xxxxxxx Collateral nor WOW Collateral shall not, at any time, constitute a grant of security interest in an Excluded Assetonly secure the General Obligations. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Upon delivery to the Collateral Agent, its successors (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and assigns, for by such other instruments and documents as the ratable benefit Collateral Agent may reasonably request and (b) all other property comprising part of the Secured PartiesCollateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, forever; subject, however, to which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. For the terms, covenants and conditions hereinafter set forth.purposes of this Agreement:

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests of any Subsidiary owned by such Grantor, including those listed opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II)II hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (all the foregoing collectively referred to herein as if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged StockEquity Interests”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held and Instruments owned by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II)II hereto, (ii) any debt securities and Instruments in the future issued to or otherwise acquired by such Grantor Grantor, and (iii) the promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); providedprovided that none of “Pledged Collateral,” “Pledged Equity Interests”, however“Pledged Debt Securities” or any term defined by reference thereto shall include, that notwithstanding any other provision in and this agreementAgreement shall not constitute the assignment or pledge of, this Section 3.01 shall not, at any time, constitute or a grant of a security interest in an in, any Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full and performance of the Secured Obligations, each Grantor hereby assigns the New Pledgor hereby: (a) pledges, hypothecates, assigns, charges, mortgages, delivers, sets over, conveys and pledges transfers to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorNew Pledgor’s right, title and interest in, to in and under to: (a)(ii) the Equity Interests owned by shares of capital stock more particularly described in Schedule I hereto and the certificates, if any, evidencing such Grantor on the date hereof shares (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockShares”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect ofexchange for any and all of such Pledged Shares; (ii) the membership interests more particularly described in Schedule II hereto and the certificates, if any, evidencing such membership interests (the “Pledged Membership Interests”) and all cash, instruments and other property from time to time received, receivable or otherwise distributed in exchange for or upon the conversion of, any and all of such Pledged Membership Interests; (iii) the promissory notes and instruments more particularly described on Schedule III hereto (the “Pledged Notes”) and all interest, cash, instruments and other Proceeds received property or proceeds from time to time received, receivable or otherwise distributed in respect ofof or in exchange for the Pledged Notes; and (iv) all other collateral relating to the Pledged Shares, the securities referred to Pledged Membership Interests and the Pledged Notes (the items described in clauses subsections (ai), (ii), (iii) and (biv) above, (e) subject to Section 3.06collectively, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD and (b) delivers to the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subjectall of New Pledgor’s right, however, title and interest in and to the termscertificates and instruments, covenants and conditions hereinafter set forthif any, evidencing the Pledged Collateral, accompanied by instruments of transfer or assignment, duly executed in blank.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (a)(ii) the all Equity Interests owned held by such Grantor on the date hereof (it, including all such Equity Interests those that are listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity”); provided, however, provided that the Pledged Stock Equity shall not include Excluded Assets; (xii) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(iA) the debt securities held owned by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II)it, (iiB) any debt securities obtained in the future issued to by such Grantor and (iiiC) the promissory notes and any other instruments evidencing Indebtedness owed to it (including those listed on Schedule II) or obtained in the future by such debt securities Grantor (all the foregoing collectively referred to herein as the “Pledged Debt SecuritiesDebt”), ; provided that the Pledged Debt shall not include any Excluded Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01 and Section 2.02; (div) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above, ; (ev) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above, and ; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II)it, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as collectively, the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, Subsidiary; (b)(i) the debt securities held owned by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II)it, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.063.03, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.063.03, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns as security and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (a)(i) the Equity Interests now or at any time hereafter owned by or on behalf of such Grantor on the date hereof (Grantor, including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed those set forth opposite the name of such Grantor on Schedule II), and (ii) any debt securities in the future issued to all certificates and other instruments representing all such Grantor Equity Interests ((i) and (iiiii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt SecuritiesEquity Interests”), ; provided that the Pledged Equity Interests shall not include Equity Interests in any Person that constitute Excluded Equity Interests; (cb) all other property of such Grantor that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, 3.01 or Section 3.02; (dc) subject to Section 3.063.05, all payments of principal dividends or interestother distributions, dividends, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses Pledged Equity Interests; (a) and (b) above, (ed) subject to Section 3.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), ) and (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Credit Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a)(i) under: 2.1 the Equity Interests shares of capital stock and other ownership interests owned by such Grantor on the date hereof (including all such Equity Interests each Pledgor and listed on Schedule II)I hereto, (ii) and any shares of capital stock or other Equity Interests equity interest of any Subsidiary obtained in the future by such Grantor the Pledgor, and (iii) the stock certificates or other securities representing all such Equity Interests shares or equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (all the foregoing collectively referred to herein or such lesser percentage as is owned by Pledgor) (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) ; 2.2 all other property Investment Property that may be delivered to to, and held by by, the Collateral Agent pursuant to the terms of this Section 3.01, (d) hereof; 2.3 subject to Section 3.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities referred to in clauses (a) 2.1 and (b) 2.2 above, (e) ; 2.4 subject to Section 3.066, all rights and privileges of such Grantor the Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b), (c) and (d) above2.2, and (f) 2.3 above; and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (f) above this 2.5 being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Credit Parties, foreveruntil Payment in Full of the Secured Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Agent pursuant to SECTION 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and by such other instruments and documents as the Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Agent may reasonably request. 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 I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Obligor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorObligor’s right, title and interest in, to and under under: (a)(ia) the any Equity Interests owned by such Grantor on it as of the date hereof Third Amendment Effective Date (including all such Equity Interests which shall be listed on Schedule IIII in accordance with and to the extent required by Section 3.03(a), (ii) and any other Equity Interests obtained in the future by such Grantor Obligor and (iii) the any certificates representing all such Equity Interests Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(ii) the debt securities held by such Grantor on Obligor as of the date hereof Third Amendment Effective Date (including all such debt securities which shall be listed opposite the name of such Grantor on Schedule IIII in accordance with and to the extent required by Section 3.03(a)), (ii) any debt securities in the future issued to such Grantor Obligor and (iii) the any promissory notes and any other instruments instruments, if any, held by such Obligor and evidencing such debt securities Indebtedness of the Borrower or any Subsidiary thereof, and (all iv) the foregoing collectively referred to herein as Intercompany Note (collectively, the “Pledged Debt SecuritiesDebt”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.06, all rights and privileges of such Grantor Obligor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above; and (d) above, and (fe) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding Pledged Collateral and all of the components of Pledged Collateral including Pledged Stock, Pledged Debt and the collateral specified in clauses (c) and (d) above shall not include Excluded Assets or any other provision in this agreement, this assets not required to be pledged pursuant to Section 3.01 shall not, at any time, constitute a grant 5.10 of security interest in an Excluded Assetthe Credit Agreement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) 4.1 and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockSecurities”); provided, however, provided that the Pledged Stock Securities shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or Subsidiary, (yb) an Excluded Asset, (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II)4.1, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”“), , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 4.1, (d) subject to Section 3.064.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, , (e) subject to Section 3.064.6, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under: (a)(i1) the Equity Interests (a) directly owned by such Grantor on as of the date hereof Closing Date and (including all such Equity Interests listed on Schedule II), (iib) any other Equity Interests obtained in the future by such Grantor and (iii) after the Closing Date and, in each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (the Equity Interests (all described in the foregoing collectively referred to herein as clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Stock”); provided, however, that the Pledged Stock shall not include ; (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii2) the promissory notes and any instruments and any security certificates evidencing Indebtedness (a) owned by such Grantor as of the Closing Date and (b) issued to such Grantor after the Closing Date and having an aggregate principal amount in excess of $7.5 million, in each case, other than any Excluded Assets (the instruments evidencing such debt securities (all described in the foregoing collectively referred to herein as clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Debt SecuritiesDebt”); in each case, including 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 Pledged Debt (except to the extent constituting an Excluded Asset or otherwise excluded from the Collateral pursuant to this Agreement), but excluding (i) Indebtedness owed by another Grantor, (cii) all other property that may be delivered to intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and held by the Collateral Agent pursuant its Subsidiaries or (iii) to the terms extent the pledge of this Section 3.01, such promissory note or instrument would violate any applicable law (dafter giving effect to the relevant anti-assignment provisions of the Uniform Commercial Code); (3) subject to Section 3.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in the foregoing clauses (a1) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a2), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.;

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest inin and a continuing Lien on, all of such Grantor’s (other than any Excluded Asset) right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent Trustee pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above (but excluding any Excluded Assets) being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates certificates, if any, representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or owned directly by such Grantor (y) an Excluded Assetand shall exclude any Equity Interests owned by a Subsidiary that is that is not a Grantor), (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities securities, if any (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (ed) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above, and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above above, other than any Excluded Collateral, being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests of the Borrower and each Subsidiary owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests of a Subsidiary obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or Subsidiary; (y) an Excluded Asset, b) (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in issued after the future issued Effective Date to such Grantor by Holdings, the Borrower and each Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under each of the following: (a)(ia) the (i) all Equity Interests owned held by such Grantor it on the date hereof (including all such those Equity Interests listed on Schedule IIError! Reference source not found.), and (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as clauses (i) and (ii) collectively, the “Pledged StockEquity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; provided, however, provided that the Pledged Stock Equity shall not include include, and no Lien shall attach to, and no representation, warranty or covenant contained herein or any other Collateral Document shall apply to, each of the following: (i) (x) more than 6665% of the issued and outstanding Equity Interests (other than non-voting Equity Interests) of (1) each Subsidiary that is a Foreign Subsidiary or a CFC or (2) each Subsidiary that is a FSHCO and (y) all of the issued and outstanding Equity Interests of any Foreign direct or indirect Subsidiary of such Persons in (x)(1) or (2); (1) any Equity Interests of any Person that is not a direct wholly-owned Material Subsidiary of the Borrower or any other Grantor or (2) any Equity Interests in any other Person (other than a direct or indirect wholly-owned Material Subsidiary of the Borrower or any other Loan Party), in each case, to the extent (A) the Organization Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the pledge of such Equity Interests, (B) the pledge of such Equity Interests is otherwise prohibited or restricted by (I) applicable Law or which would require governmental (including regulatory) consent, approval, license or authorization to be pledged or that would require consent under any contractual obligation existing on the Closing Date or on the date any Subsidiary is acquired (so long as, in respect of such contractual obligation, such prohibition is not incurred in contemplation of such acquisition and except to the extent such prohibition is overridden by anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction) or (II) any agreement with a third party (other than the Borrower or any of the Restricted Subsidiaries) (provided that any such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition or restriction ceases to be in effect), or (C) would result in a change of control, repurchase obligation or other adverse consequence (in each case, except to the extent that any such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity); (iii) any margin stock; (iv) any Equity Interest, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined in good faith by the Borrower in consultation with the Collateral Agent; (v) Equity Interests in any Unrestricted Subsidiary or Immaterial Subsidiary; (yvi) any Equity Interest with respect to which the Collateral Agent has determined (in its reasonable judgment) in consultation with the Borrower that the costs of pledging, perfecting or maintaining the pledge in respect of such Equity Interest hereunder exceeds the fair market value thereof or the practical benefit to the Secured Parties afforded (or proposed to be afforded) thereby; and (vii) any Equity Interest otherwise constituting an Excluded Asset; (any Equity Interests excluded pursuant to clauses (i) through (vii) above, the “Excluded Equity Interests”); provided, further, that if and when any Equity Interest shall cease to be an Excluded Equity Interest and would otherwise constitute Pledged Equity, a Lien on and security in such property shall be deemed granted therein and the provisions of this Agreement shall apply to such Equity Interests; (b)(ii) any indebtedness and promissory notes and the debt securities held Instruments owned by such Grantor on it as of the date hereof (including all such debt securities those listed opposite the name of such Grantor on Schedule II), Error! Reference source not found.) and (ii) any debt securities in the future issued to such Grantor indebtedness and (iii) the any promissory notes and any other instruments evidencing Instruments owned by such debt securities Grantor from time to time in the future (all the foregoing collectively referred to herein as clauses (i) and (ii) collectively, the “Pledged Debt SecuritiesDebt”), in each case including 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 Pledged Debt; provided that the Pledged Debt shall not include, and no Lien shall attach to, and no representation, warranty or covenant contained herein or any other Collateral Document shall apply to, any Excluded Asset; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) and above; and (d) above, and (fe) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); providedprovided that the Pledged Collateral shall not include, howeverand the Security Interest shall not attach to, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth).

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a)(ia) all the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it (including all such Equity Interests including, without limitation, those listed on Schedule II), (iiII hereto) and any shares of capital stock and other Equity Interests of any Subsidiary obtained in the future by such Grantor Pledgor and (iii) the certificates representing all such Equity Interests shares or interests (all the foregoing collectively referred to herein as collectively, the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Non-U.S. Subsidiary or (yii) an Excluded Assetto the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b)(ib) (i) the all debt securities held by such Grantor on the date hereof (including all such debt securities including, without limitation, those listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto), (ii) any all debt securities securities, in the future issued to such Grantor the Pledgor and (iii) the all promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral.”) Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (f) above being collectively referred to as the “Pledged CollateralSecurities”); provided) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, however, that notwithstanding which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Assetprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the (i) all Equity Interests owned held by such Grantor it on the date hereof (including all such those Equity Interests listed on Schedule II), ) and (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as clauses (i) and (ii) collectively, the “Pledged StockEquity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; provided, however, provided that the Pledged Stock Equity shall not include (xA) more than 6665% of the issued and outstanding voting Equity Interests of any (1) each Subsidiary that is a Foreign Subsidiary and (2) each Subsidiary that is a CFC Holdco, (B) any Equity Interests of (1) any Person that is not a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party or (2) a joint venture or any other Person (other than a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party), in each case to the extent (x) the Organization Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the pledge of such Equity Interests, (y) the pledge of such Equity Interests is otherwise prohibited or restricted by any other agreement with a third party (other than Holdings, the Borrower or any of their respective Subsidiaries) or would result in a change of control, repurchase obligation or other adverse consequence (in each case, except to the extent that any such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity), (it being acknowledged and agreed that, as of the Closing Date, this clause applies to Equity Interests in Advantage AMP Inc. and Advantage Consumer Healthcare LLC), (C) any margin stock, (D) any Equity Interest, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined by the Borrower with notice in writing (which shall reasonably identify the basis for such determination) to the Administrative Agent, and (E) any specifically identified Equity Interest with respect to which the Administrative Agent has determined (in its reasonable judgment) that the costs of pledging, perfecting or maintaining the pledge in respect of such Equity Interest hereunder exceeds the fair market value thereof or the practical benefit to the Secured Parties afforded thereby (any Equity Interests excluded pursuant to clauses (A) through (E) above, the “Excluded Equity Interests”); provided, further, that if and when any Equity Interest shall cease to be an Excluded AssetEquity Interest and would otherwise constitute Pledged Equity, a Lien on and security in such property shall be deemed granted therein and the provisions of this Agreement shall apply to such Equity Interests; (b)(i) the any indebtedness, debt securities held and promissory notes and the Instruments evidencing Indebtedness owned by such Grantor on it as of the date hereof (including all such debt securities the Global Intercompany Note and those listed opposite the name of such Grantor on Schedule II), ) and (ii) any indebtedness, debt securities in the future issued to such Grantor and (iii) the any promissory notes and any other instruments Instruments evidencing Indebtedness owned by such debt securities Grantor from time to time in the future (all the foregoing collectively referred to herein as clauses (i) and (ii) collectively, the “Pledged Debt SecuritiesDebt”), in each case including 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 Pledged Debt; provided, further, that the Pledged Debt shall not include Excluded Intercompany Debt; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above, ; (ed) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) above; and (d) above, and (fe) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Security Interest granted pursuant to Section 2.01 shall, prior to the Discharge of First Lien Obligations, be subject and subordinated to the Lien granted to the First Lien Collateral Agent for the benefit of the holders of the First Lien Obligations to secure the First Lien Obligations pursuant to the First Lien Security Agreement on the terms set forth in the Intercreditor Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral Security Agent, its successors and its assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a)(ia) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% shares of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities capital stock listed opposite the name of such Grantor Pledgor on Schedule II), I hereto and all shares of the capital stock of any Subsidiary hereafter acquired by such Pledgor (iithe "Pledged Stock") any debt securities in and the future issued to such Grantor and certificates representing the Pledged Stock; (iiib) the promissory notes listed opposite the name of such Pledgor on Schedule I hereto and any all promissory notes or other instruments evidencing such debt securities of any Subsidiary hereafter acquired by such Pledgor (all the foregoing collectively referred to herein as "Pledged Notes") and the “certificates representing the Pledged Debt Securities”), Notes; (c) all other property that which may be delivered to and held by the Collateral Security Agent pursuant to the terms of this Section 3.01, hereof; (d) subject to Section 3.062.04, 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, of the securities referred to in clauses (a), (b) and (bc) above, ; (e) subject to Section 3.062.04, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as called the “Pledged "Collateral”"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences references pertaining or incidental thereto, unto the Collateral Security Agent, its successors and its assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a)(ii) the shares of capital stock and other Equity Interests owned by such Grantor it on the date hereof (including all such shares and Equity Interests listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Grantor Grantor, and (iii) the certificates representing all such the foregoing shares and Equity Interests (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, provided that the Pledged Stock shall not include any Excluded Equity Interests; (xii) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the all debt securities or Indebtedness (including intercompany Indebtedness) held by such Grantor it on the date hereof (including all such debt securities or Indebtedness listed opposite the name of such Grantor on Schedule II), (ii) and any debt securities or Indebtedness in the future issued to or held by such Grantor Grantor, and (iii) the promissory notes and any other instruments evidencing such debt securities or Indebtedness (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (ciii) all other property that may be delivered pledged to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (div) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above, ; (ev) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above, ; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreverduring the term of this Agreement; subject, however, to the terms, covenants covenants, conditions and conditions termination and release provisions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (it including all such Equity Interests those listed on Schedule II), (ii) II and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, that the Pledged Stock shall not include ; (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest ininterest, subject to Permitted Liens in all of such Grantor’s Pledgor's right, title and interest in, to and under (a)(ia) all the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it (including all such Equity Interests including, without limitation, those listed on Schedule II), (iiII hereto) and any shares of capital stock and other Equity Interests obtained in the future by such Grantor Pledgor and (iii) the certificates representing all such Equity Interests shares or interests (all collectively, the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Non-U.S. Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares or (yiii) an any Excluded Asset, Property; (b)(ib) (i) the all debt securities held by such Grantor on the date hereof (including all such debt securities including, without limitation, those listed opposite the name of such Grantor Pledgor on Schedule IIII hereto), and (ii) any all debt securities in the future issued to such Grantor and (iii) the Pledgor, together with all promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”" and together with the Pledged Stock, the "Pledged Securities"), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds proceeds of any and all of the foregoing (all the items referred to in clauses (a) through (f) above being collectively referred to as foregoing, collectively, the “Pledged "Securities Collateral”"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (yii) an Excluded Asset, any Equity Interests of a Person that is not a Subsidiary; (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities securities, if any (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a)(ia) the Equity Interests shares of capital stock owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), II hereto (ii) any other Equity Interests obtained in the future by such Grantor and (iiii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”); providedSecurities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, howeverin each case in order to give effect to the pledge granted hereby, that notwithstanding and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Assetprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.06, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests of any subsidiaries owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests of any subsidiaries obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or Subsidiary; (y) an Excluded Asset, b) (b)(ii) the debt securities held now owned by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II), (ii) any debt securities (other than Permitted Investments) in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01; (d) subject to Section 3.062.06, all payments of principal or principal, interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in clauses (a) and (b) above, ; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject, in the case of each Grantor that is a Subsidiary Party, to Section 5.01, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a)(ii) the shares of capital stock and other Equity Interests owned by such Grantor it on the date hereof (including all such shares and Equity Interests listed on Schedule II), (iiI) and any other Equity Interests obtained in the future by such Grantor Grantor, and (iii) the certificates representing all such the foregoing shares and Equity Interests (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, provided that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or Subsidiary; (yii) an Excluded Asset, (b)(i) the all debt securities or Indebtedness (including intercompany Indebtedness) held by such Grantor it on the date hereof (including all such debt securities or Indebtedness listed opposite the name of such Grantor on Schedule II), (iiI) and any debt securities or Indebtedness in the future issued to or held by such Grantor Grantor, and (iii) the promissory notes and any other instruments evidencing such debt securities or Indebtedness (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (ciii) all other property that may be delivered pledged to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (div) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above, ; (ev) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above, ; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that notwithstanding Pledged Collateral shall not include any Capital Stock in any Subsidiary or other provision Person to the extent that a pledge of such Capital Stock hereunder shall not be required by reason of the last paragraph of the definition of "Collateral and Guarantee Requirement" in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Assetthe Credit Agreement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreverduring the term of this Agreement; subject, however, to the terms, covenants covenants, conditions and conditions termination and release provisions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (a)(ii) the Equity Interests owned all Capital Stock held by such Grantor on the date hereof (including all such Equity Interests it including, without limitation, those listed on Schedule II), (ii) I and any other Equity Interests Capital Stock obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests Capital Stock (all the foregoing collectively referred to herein as the “Pledged StockEquity”); providedprovided that, however, that in no event shall Pledged Equity include nor the Pledged security interest granted hereunder attach to the Capital Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or Subsidiaries that are not directly held by a Grantor; (yii) an Excluded Asset, (b)(iA) the debt securities held promissory notes and any instruments evidencing indebtedness owned by such Grantor on the date hereof (including all such debt securities it and listed opposite the name of such Grantor on Schedule II), I and (iiB) any debt securities promissory notes and instruments evidencing Indebtedness obtained in the future issued to by such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt SecuritiesDebt”), ; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01; (div) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above, ; (ev) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above, and ; and (fvi) all Proceeds of and Supporting Obligations in respect of any of the foregoing (the items referred to in clauses (ai) through (fv) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 no event shall not, at any time, constitute a grant of security interest in an Excluded Asset. 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(including, for the ratable benefit avoidance of doubt, any component definition thereof) or any Proceeds or Supporting Obligations in respect thereof include, nor the Secured Partiessecurity interest granted hereunder attach to, forever; subject, however, to the terms, covenants and conditions hereinafter set forthany Excluded Assets.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests of any Restricted Subsidiary or any other Person (other than any Unrestricted Subsidiary) now owned by such Grantor, including those listed opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II)I hereto, (ii) any other Equity Interests of any Restricted Subsidiary or any other Person (other than any Unrestricted Subsidiary) obtained in the future by such Grantor and (iii) subject to Section 3.02, the certificates and any other instruments representing all such Equity Interests (all the foregoing collectively referred to herein as if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged StockEquity Interests”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or b) (y) an Excluded Asset, (b)(ii) the debt securities held and instruments now owned by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II)I hereto, (ii) any debt securities and instruments in the future issued to or otherwise acquired by such Grantor and (iii) subject to Section 3.02, the promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”), ; (c) all other property of such Grantor that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, 3.01 and Section 3.02; (d) subject to Section 3.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) above, the Pledged Debt Securities; (e) subject to Section 3.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (d) above, ; (f) the Intercompany Subordinated Note; and (fg) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (f) above (the items referred to in clauses (a) through (fg) above being collectively referred to as the “Pledged Collateral”); providedprovided that none of “Pledged Collateral”, however“Pledged Equity Interests”, that notwithstanding “Pledged Debt Securities” or any other provision in term defined by reference thereto shall include, and this agreementAgreement shall not constitute the assignment or pledge of, this Section 3.01 shall not, at any time, constitute or a grant of a security interest in an in, any Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations (and, to the extent provided in Section 7.01(b), the Cyprus Amax Notes Non-Excluded Obligations), each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesParties (and, to the extent provided in Section 7.01(b), the Cyprus Amax Noteholders), and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesParties (and, to the extent provided in Section 7.01(b), the Cyprus Amax Noteholders), a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II, as such Schedule may be supplemented from time to time pursuant to Section 3.02(c), and all certificates representing any of such Equity Interests (collectively, the “Pledged Equity Interests”); (b)(i) the Indebtedness of any Subsidiary that is owing to FCX as of the Effective Date, including the Specified Pledged Indebtedness listed on Schedule II, (ii) any other Equity Interests obtained Indebtedness of any Subsidiary that is owing to FCX in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities Indebtedness (all the foregoing collectively referred to herein as collectively, the “Pledged Debt SecuritiesIndebtedness”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), ) and (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesParties (and, to the extent provided in Section 7.01(b), the Cyprus Amax Noteholders), forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a)(ia) the Equity Interests shares of capital stock owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II hereto and any other Equity Interests shares of capital stock of any Subsidiary obtained in the future by such Grantor Pledgor and (iii) the certificates representing all such Equity Interests shares (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary if, and to the extent that, the pledge of a greater percentage would have adverse tax consequences for the Borrower or any Subsidiaries or (yii) an Excluded Assetto the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(ib) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”); providedSecurities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, however, that notwithstanding which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Assetprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s Pledgor's right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests of the Borrower or any Restricted Subsidiary obtained in the future by such Grantor Pledgor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, provided that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Restricted Subsidiary or and, provided further that, the parties understand and agree that Schedule II has been prepared to give effect to (y) an Excluded Asset, (b)(ii) the debt securities held contribution by such Grantor on or lending by the date hereof Borrower to Holding Co. II of cash sufficient to consummate the merger described in clause (including ii) below, and (ii) the acquisition by Holding Co. II of all such the issued and outstanding equity interests of PMI, for cash in the approximate amount of $243,400,000 effected through a merger of a newly formed Wholly Owned Subsidiary of Holding Co,. II with and into PMI in accordance with the terms of the Acquisition Documents, but does not give effect to (i) the conversion of PMI and certain of its subsidiaries into (i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule II), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.063.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a)(ia) the all shares of capital stock and other Equity Interests owned by such Grantor on the date hereof it (including all such Equity Interests those listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary that is a CFC or any Equity Interests of a Subsidiary that is owned, directly or indirectly, by a CFC, or (yii) an Excluded Assetto the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares; (b)(ib) (i) the all debt securities held owned by such Grantor on the date hereof it (including all such debt securities those listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s 's right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”"PLEDGEDSTOCK"); provided, however, PROVIDED that the Pledged Stock shall not include (xi) Equity Interests of TLP or (ii) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded AssetSubsidiary, (b)(i) the debt securities held owned by such Grantor on the date hereof (including all such debt securities it and listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”"PLEDGED DEBT SECURITIES"), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, above and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”"PLEDGED COLLATERAL"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary that is not a Loan Party but is owned directly by a Loan Party, (ii) any Equity Interests of a Foreign Subsidiary that is not owned directly by a Loan Party and (iii) any Equity Interests in a Joint Venture or (y) an Excluded Asset, Glenwood Acquisition LLC; (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing debt securities referred to in clauses (i), (ii) and (iii) of clause (b) being collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of any (i) Foreign Subsidiary or (yii) an Excluded Asset, any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes that holds more than 65% of the Capital Stock of a Foreign Subsidiary; (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded AssetSubsidiary, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor the Borrower hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantorthe Borrower’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (it, including all such Equity Interests but not limited to those listed on Schedule II), (ii) I and any other Equity Interests obtained in the future by such Grantor the Borrower and (iii) the certificates certificates, if any, representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (xi) Equity Interests of the SPE or (ii) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, Subsidiary; (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II)I, (ii) any debt securities in the future issued to such Grantor the Borrower and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.062.06, all rights and privileges of such Grantor the Borrower with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforth (including Section 5.13).

Pledge. As security for the payment or performance, as ------ the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests of the US Borrower or any Subsidiary of the US Borrower obtained in the future by such Grantor Pledgor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, provided that the ------------- -------- Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or to secure (y) an Excluded Asset, (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor Pledgor on Schedule II), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (c) all other property ----------------------- that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, hereof; (d) subject to Section 3.06, all payments of principal principal, premium (if any) or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. ------------------ TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the termination provisions ------- ------- of Section 7.15 and the other terms, covenants and conditions hereinafter set forthforth (including in Section 3.06).

Pledge. As security for the payment or performance, as the case may be, in full of the Term Loan Obligations, each Grantor Loan Party hereby assigns and pledges to the Collateral Agent, its permitted successors and assigns, for the ratable benefit of the Term Loan Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Term Loan Secured Parties, a security interest in, all of such GrantorLoan Party’s right, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests owned by such Grantor it on the date hereof (including all such shares and other Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor Loan Party and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as being called the “Pledged StockEquity Interests”); provided, however, provided that the Pledged Stock Equity Interests shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an the Equity Interests so excluded being called the “Excluded Asset, Equity Interests”); (b)(ib) (i) the debt securities held owned by such Grantor Loan Party on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor Loan Party and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as being called the “Pledged Debt Securities”), ; provided that the Pledged Debt Securities shall not include Temporary Cash Investments; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor Loan Party with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Term Loan Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Canadian Secured Obligations, each Grantor hereby assigns assigns, pledges and pledges hypothecates to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable rateable benefit of the Secured Parties, and hereby grants and hypothecates to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable rateable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests owned by it as of the Effective Date and listed opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests of Foreign Subsidiaries obtained in the future by such Grantor (to the extent that such Equity Interests are not otherwise pledged pursuant to Section 2.01 of the Domestic Security Agreement) and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held owned by such Grantor on it as of the date hereof (including all such debt securities Effective Date and listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.012.01, (d) subject to Section 3.062.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.062.07, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable rateable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such the Grantor’s right, title and interest in, to and under (a)(ia) (i) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), 4 and (ii) any other Equity Interests exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other NHL affiliated entities) or constituting Core Collateral, in each case, obtained in the future by such the Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as collectively, the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or b) (y) an Excluded Asset, (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such the Grantor on Schedule II)5, (ii) any debt securities in the future issued to such the Grantor exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other NHL affiliated entities) and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), it being understood and agreed that the Pledged Debt Securities shall not include debt securities issued to the Grantor by its Affiliates; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.062.06, all rights and privileges of such the Grantor that are described in Section 2.06 with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, Collateral unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforth in this Agreement and the other Loan Documents.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a)(ia) the shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a person (collectively, the “Equity Interests Interests”) owned by such Grantor on the date hereof (including all such Equity Interests Pledgor and listed on Schedule II), (ii) II hereto and any other Equity Interests obtained in the future by such Grantor the Pledgor and (iii) the certificates representing all such Equity Interests shares (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or b) (y) an Excluded Asset, (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Shares; and (d) above, and (fe) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Note Guarantor or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares. Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary of the Issuer shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), when considered in the aggregate with all other capital stock or other securities of such Subsidiary subject to a security interest under the Indenture, does not exceed 19.99% of the principal amount of the then outstanding Notes issued by the Issuer; provided, howeverin the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, that notwithstanding modified or interpreted by the SEC to require (or is replaced with another rule or regulation or any other provision law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Pledged Stock or Pledged Debt Securities secure the Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further, in this agreementsuch event, this Section 3.01 the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to release the security interests on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall notbe accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, at which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any time, constitute a grant of security interest in an Excluded Assetprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, in accordance with, and to the extent consistent with, the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests directly owned by such Grantor on the date hereof it (including all such Equity Interests constituting Pledged Stock listed on Schedule II), (iiSchedules 7(a) and 7(b) to the Perfection Certificate) and any other Equity Interests obtained in the future by such Grantor Pledgor and (iii) the any certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded AssetProperty, (b)(i) the debt securities held by such Grantor on the date hereof currently issued to any Pledgor (including all such debt securities constituting Pledged Debt Securities listed opposite on Schedules 7(a) and 7(b) to the name of such Grantor on Schedule IIPerfection Certificate), (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Property, (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.062.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.062.6, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above and (d) above, and (fe) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); providedprovided that (i) with respect to any Pledgor that is a Non-U.S. Subsidiary, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral shall not include any Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Collateral Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, forever; subject, however, to and (ii) the terms, covenants and conditions hereinafter set forthPledged Collateral shall not include any Excluded Property.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby collaterally assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests of any Subsidiary owned by such Grantor, including those listed opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II)I hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) subject to Section 2.02 the certificates or other instruments representing all such Equity Interests (all the foregoing collectively referred to herein as if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged StockEquity Interests”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held and instruments owned by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II)I hereto, (ii) any debt securities and instruments in the future issued to or otherwise acquired by such Grantor Grantor, and (iii) subject to Section 2.02 the promissory notes and any other instruments evidencing all such debt securities (all the foregoing collectively referred to herein as collectively, the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); providedprovided that none of “Pledged Collateral,” “Pledged Equity Interests”, however“Pledged Debt Securities” or any term defined by reference thereto shall include, that notwithstanding any other provision in and this agreementAgreement shall not constitute the assignment or pledge of, this Section 3.01 shall not, at any time, constitute or a grant of a security interest in an in, any Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(i) the Equity Interests in any Subsidiary owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests in any Subsidiary obtained in the future by such Grantor and (iii) the certificates all certificates, if any, representing all any such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockEquity Interests”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities owing by any Subsidiary held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities owing by any Subsidiary obtained in the future issued to by such Grantor and (iii) the all promissory notes and any other instruments evidencing any such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything herein to the contrary, in no event shall the Security Interest attach to the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote, to the extent, and for so long as, such pledge would result in adverse tax consequences to the Secured Parties as a result of such pledge; provided, howeverthat immediately upon the amendment of the Tax Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, that notwithstanding any other provision in this agreementthe Collateral shall include, this Section 3.01 shall not, at any time, constitute a grant of and the security interest in an Excluded Assetgranted by such Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for its own benefit and the ratable benefit of the other Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a)(i) the Equity Interests under: 2.1 all Capital Stock, owned by such Grantor the Pledgor in each entity designated as on the date hereof (including all such Equity Interests listed “Issuer” on Schedule II)I hereto, (ii) and any other Equity Interests Capital Stock obtained in the future by the Pledgor, and the stock certificates or other security certificates (as defined in the UCC) representing any such Grantor Capital Stock (but excluding (a) Capital Stock in any Immaterial Subsidiary, (b) Capital Stock in any Unrestricted Subsidiary and (iiic) the certificates Capital Stock representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests shares of Voting Stock of any Foreign Subsidiary (or (y) an Excluded Asset, (b)(i) such greater percentage as is permitted by any change in 26 U.S.C. §1ff or other Applicable Law to be pledged by the debt securities held by Pledgor without such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities pledge resulting in the future issued United States income tax liability with respect to such Grantor and Foreign Subsidiary) (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) ; 2.2 all other property Investment Property that may be delivered to to, and held by by, the Collateral Agent pursuant to the terms hereof or to the ABL Collateral Agent, as agent for, among others, the Collateral Agent and the Secured Parties, pursuant to the terms of this Section 3.01, (d) the Intercreditor Agreement; 2.3 subject to Section 3.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities referred to in clauses (a) 2.1 and (b) 2.2 above, (e) ; 2.4 subject to Section 3.066, all rights and privileges of such Grantor the Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b), (c) and (d) above2.2, and (f) 2.3 above; and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (f) above 2.4 being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. 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 ratable benefit of the other Secured Parties, foreveruntil (i) the Commitments have expired or been terminated and (ii) all of the Secured Obligations (other than contingent indemnity obligations with respect to then unasserted claims) have been paid in full in cash, at which time the Collateral Agent shall execute and deliver to the Pledgors, at the Pledgors’ expense, all UCC termination statements and similar documents that the Pledgors shall reasonably request to evidence such termination; subjectprovided, however, this Agreement shall remain in full force and effect with respect to those provisions of this Agreement that expressly survive termination hereof, and provided, further, that in connection with the termination of this Agreement and the release and termination of the security interests in the Pledged Collateral, the Collateral Agent may require such indemnities as it shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the termsObligations that may subsequently be reversed or revoked, covenants and conditions hereinafter set forth(y) any obligations that may thereafter arise with respect to the Other Liabilities, and provided further that the Credit Agreement, this Agreement, and the security interest granted herein shall be reinstated if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Secured Party upon the bankruptcy or reorganization of any Pledgor or any other Loan Party. Any execution and delivery of termination statements or other documents pursuant to this paragraph shall be without recourse to, or warranty by, the Collateral Agent or any other Secured Party. Upon delivery to the ABL Collateral Agent or the Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other 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 the Collateral Agent may reasonably request. 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 I 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. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’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 Grantor, including those set forth opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), and (ii) all certificates and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates instruments representing all such Equity Interests (all the foregoing collectively referred to herein as collectively, the “Pledged StockEquity Interests”); provided, however, provided that the Pledged Stock Equity Interests shall not include (xA) more than 66% of the issued and outstanding voting Equity Interests of any Foreign CFC or FSHCO, (B) Equity Interests in any Person that is not a Subsidiary or (yC) an Excluded Asset, Equity Interests in any Unrestricted Subsidiary (b)(ithe Equity Interests so excluded under clauses (A) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iiiB) the promissory notes and any other instruments evidencing such debt securities (all the foregoing above being collectively referred to herein as the “Pledged Debt SecuritiesExcluded Equity Interests”), ; (cb) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, 3.01 and Section 3.02; (dc) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and above; (b) above, (ed) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Loan Party (including the Borrower) hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such GrantorLoan Party’s right, title and interest in, to and under (a)(ia) (i) the shares of capital stock and other Equity Interests of each Subsidiary owned by such Grantor it on the date hereof (including all such shares and other Equity Interests listed on Schedule II), (ii) any other Equity Interests of a Subsidiary obtained by such Loan Party in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as being called the “Pledged StockEquity Interests”); provided, however, provided that the Pledged Stock Equity Interests shall not include (xi) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or and (yii) an Excluded Asset, any Equity Interests of any Dormant Subsidiary; (b)(i) the debt securities held all instruments and promissory notes owned by such Grantor Loan Party on the date hereof (including all such debt securities instruments and the promissory notes listed opposite the name of such Grantor on Schedule II), and (ii) any debt securities all instruments and promissory notes issued to or otherwise obtained by such Loan Party in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as being called the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (ed) subject to Section 3.06, all rights and privileges of such Grantor Loan Party with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above; and (d) above, and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreverduring the term of this Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II and any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or Subsidiary; (y) an Excluded Asset, b) (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor by the Borrower or any Subsidiary and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, ; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided. Notwithstanding the foregoing, however, that notwithstanding the term “Pledged Collateral” shall not include any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded AssetBorrower Stock. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ii) the shares of capital stock and other Equity Interests owned by such Grantor it on the date hereof (including all such shares and Equity Interests listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Grantor Grantor, and (iii) the certificates representing all such the foregoing shares and Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, provided that the Pledged Stock shall not include any Excluded Equity Interests; (xii) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the all debt securities or Indebtedness (including intercompany Indebtedness) held by such Grantor it on the date hereof (including all such debt securities or Indebtedness listed opposite the name of such Grantor on Schedule II), (ii) and any debt securities or Indebtedness in the future issued to or held by such Grantor Grantor, and (iii) the promissory notes and any other instruments evidencing such debt securities or Indebtedness (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (ciii) all other property that may be delivered pledged to and held by the Collateral Agent pursuant to the terms of this Section 3.01, ; (div) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above, ; (ev) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above, ; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, Agent and its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, Agent and its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (a)(ia) the all Equity Interests owned held by such Grantor on the date hereof (including all such Equity Interests it that are listed on Schedule II), (ii) II and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests of a wholly-owned Restricted Subsidiary (all the foregoing collectively referred to herein as the “Pledged StockEquity”); provided, however, provided that the Pledged Stock Equity shall not include Excluded Assets; (xb) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(iA) the debt securities held owned by such Grantor on the date hereof (including all such debt securities it and listed opposite the name of such Grantor on Schedule II), (iiB) any debt securities obtained in the future issued to by such Grantor and (iiiC) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt SecuritiesDebt”), ; provided that the Pledged Debt shall not include any Excluded Assets; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in clauses (a) and (b) above, ; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and ; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. 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, Agent and its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such the Grantor’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (iii) any other Equity Interests obtained in the future by such the Grantor and (iii) the certificates certificates, if any, representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) (A) any debt securities in the future issued to such the Grantor and (iiiB) the promissory notes and any other instruments Instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), ; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01; (div) subject to Section 3.062.05, all payments of principal or interest, dividends, cash, Instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i), (ii) and (iii) above; (v) subject to Section 2.05, all rights and privileges of the Grantor with respect to the securities and other property referred to in clauses (i), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); and (b) as security for the payment or performance, as the case may be, in full of the Member Obligations, the Member hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of Member’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) any Equity Interests in the Grantor and the certificates, if any, representing all such Equity Interests, (ii) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities Equity Interests referred to in clauses clause (ai) above; and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (fiii) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fii) above being collectively referred to as the “Member Pledged CollateralEquity Interests”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, the Member Pledged Equity Interests, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, and its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, and its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, that the Pledged Stock shall not include more (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(ii) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns pledges and pledges grants to the Collateral 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, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a)(ia) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it that are listed on Schedule II)II hereto and, (ii) subject to applicable law, any other Equity Interests obtained in the future by such Grantor Pledgor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged StockInterests”); provided, howeverprovided that, to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, the Pledged Stock Interests shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Assetsuch qualifying shares, (b)(ib) (i) the debt securities held owned by such Grantor on the date hereof (including all such debt securities it that are listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) subject to applicable law, any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing (b)(i), (b)(ii) and this (b)(iii) being collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01hereof, (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided. Upon delivery to the Administrative Agent, however(x) any Pledged Interests in certificated form, that notwithstanding any Pledged Debt Securities or any stock certificates, notes or other provision securities now or hereafter included in this agreementthe Collateral (all collectively referred to as the “Pledged Securities”) shall be accompanied by undated stock powers or other applicable instruments of transfer, this Section 3.01 in the case of Pledged Debt Securities duly executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (y) all other property comprising part of the Collateral shall notbe accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, at which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any time, constitute a grant of security interest in an Excluded Assetprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything in this Agreement, any other Loan Document or any Platinum Lease to the contrary, (A) the Collateral shall not include any securities or other property referred to in clauses (a) through (f) above, or any rights and privileges with respect to, or proceeds of, any of such securities or other property, (i) if the Administrative Agent determines, after consultation with the Borrower that granting a security interest in such securities or other property would (x) violate the law of the jurisdiction in which such securities or other property are located or the law of the jurisdiction where the Person owning such securities or property is organized, (y) violate the terms of any material contract binding on STX, the Borrower or any Subsidiary (but only to the extent that the restrictions in all such contracts, taken as a whole, do not materially limit the Collateral that would otherwise be pledged pursuant to the Collateral and Guarantee Requirement and Section 5.14 of the Credit Agreement to secure the Obligations) or (z) result in a material adverse tax consequence to the Loan Party granting such security interest or (ii) if the Administrative Agent shall determine that the cost to STX, the Borrower or any Grantor of granting and perfecting a Lien in such securities or other property would be excessive in view of the related benefits to be received by the Lenders therefrom, provided that any securities or other property excluded as Collateral pursuant to this clause (ii) shall be specified on Schedule III, as modified by the Administrative Agent from time to time, and (B) (i) the pledge of Equity Interests of any CFC Subsidiaries of a U.S. Subsidiary to secure the Obligations of any U.S. Loan Party shall not include (x) more than 65% of the outstanding voting Equity Interests of each “first tier” CFC Subsidiary directly owned by such U.S. Subsidiary or (y) any Equity Interests of any CFC Subsidiary of such U.S. Subsidiary that is not a “first tier” CFC Subsidiary of such U.S. Subsidiary and (ii) the pledge of Equity Interests of any Qualified CFC Holding Company of any U.S. Subsidiary to secure the Obligations of any U.S. Loan Party shall not include (x) more than 65% of the outstanding voting Equity Interests of each “first tier” Qualified CFC Holding Company directly owned by such U.S. Subsidiary and (y) any Equity Interests of any Qualified CFC Holding Company of such U.S. Subsidiary that is not a “first tier” Qualified CFC Holding Company of such U.S. Subsidiary.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a 5 SECTION 2.02. continuing security interest in, all of such Grantor’s right, title and interest in, to and under under: (a)(ia) the all Equity Interests now owned or at any time hereafter acquired by such Grantor on the date hereof it (including all such those Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (iiI) any debt securities in the future issued to such Grantor and (iii) the promissory notes all certificates and any other instruments evidencing representing all such debt securities Equity Interests (all the foregoing collectively referred to herein as collectively, the “Pledged Debt SecuritiesEquity”), ; (b) all Promissory Notes and all Instruments evidencing Indebtedness now owned or at any time hereafter acquired by it (including those listed opposite the name of such Grantor on Schedule I) (the “Pledged Debt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, 2.01 or Section 2.02; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) above, the Pledged Debt; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, provided that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. 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 assignsshall not include any item referred to in clauses (a) through (f) above if, for the ratable benefit of the Secured Parties, forever; subject, however, so long as and to the terms, covenants and conditions hereinafter set forthextent such item constitutes Excluded Property.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, assigns as security and pledges to delivers unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a)(ia) the shares of capital stock and other Equity Interests and Rights owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II hereto and any shares of capital stock and other Equity Interests and Rights of any Restricted Subsidiary or any other person obtained in the future by such Grantor Pledgor and (iii) the any and all certificates representing all such Equity Interests (all the foregoing collectively referred to herein as (collectively, the “"Pledged Stock”"); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding shares of voting Equity Interests capital stock of any Foreign Subsidiary or (yii) an Excluded Assetto the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares and (b)(iiii) any such capital stock, Equity Interests and Rights set forth on Schedule III, not evidenced by a certificate and subject to a perfected security interest under the Security Agreement; (b) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor Pledgor on Schedule II)II hereto, (ii) any debt securities of any other Pledgor or any Restricted Subsidiary in the future issued to or held by such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities securities, interests and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any certificates, notes or other securities (including the Pledged Collateral”); providedDebt Securities) now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock or bond powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other indorsements, howeverinstruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by each Pledgor and such other indorsements, that notwithstanding instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each delivery of Pledged Stock shall be accompanied by a schedule describing any other provision capital stock, Equity Interests and Rights theretofore and then being pledged hereunder which are in this agreementuncertificated form, this Section 3.01 which schedule shall not, at be attached hereto as Schedule III and made a part hereof. Each schedule so delivered shall supersede any time, constitute a grant of security interest in an Excluded Assetprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothe xxxxx, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a)(ia) the Equity Interests shares of capital stock owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and (iii) the certificates representing all such Equity Interests shares (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, provided that the Pledged Stock shall not include (xi) more than 6665% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary or (yii) an Excluded Assetto the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(ib) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor the Pledgor on Schedule II)II hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “"Pledged Debt Securities”"), ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above, ; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”); providedSecurities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, however, that notwithstanding which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Assetprior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a)(i) under: 2.1 the Equity Interests shares of capital stock and other ownership interests owned by such Grantor on the date hereof (including all such Equity Interests Pledgor and listed on Schedule II)I hereto, (ii) and any shares of capital stock or other Equity Interests equity interest of any Subsidiary obtained in the future by such Grantor the Pledgor, and (iii) the stock certificates or other securities representing all such Equity Interests shares or equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledgor, the Pledgor has pledged stock representing 65% of the outstanding shares of Voting Stock of such Material Foreign Subsidiary (all the foregoing collectively referred to herein or such lesser percentage as is owned by Pledgor) (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) ; 2.2 all other property Investment Property that may be delivered to to, and held by by, the Collateral Agent pursuant to the terms of this Section 3.01, (d) hereof; 2.3 subject to Section 3.06Section 6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities referred to in clauses (a) 2.1 and (b) 2.2 above, (e) ; 2.4 subject to Section 3.06Section 6, all rights and privileges of such Grantor the Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b), (c) and (d) above2.2, and (f) 2.3 above; and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (f) above 2.5 being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreveruntil the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the First-Lien Secured Parties, and hereby grants to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the First-Lien Secured Parties, a security interest inin and a continuing Lien on, all of such Grantor’s (other than any Excluded Asset) right, title and interest in, to and under (a)(i) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (y) an Excluded Asset, (b)(ib) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), , (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent Trustee pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above (but excluding any Excluded Assets) being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the First-Lien Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a)(ia) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests it and listed on Schedule II), (ii) 1 hereto and any other Equity Interests obtained in the future by such Grantor Pledgor and (iii) the certificates representing all such Equity Interests, including for the avoidance of doubt, any certificates obtained by each Pledgor representing Equity Interests in Minority Investments (all the foregoing collectively referred to herein as the “"Pledged Stock”"); provided, however, provided that the Pledged Stock shall not include (i) any Equity Interests in a Foreign Subsidiary (x) that is not held directly by the Borrower and (y) that does not constitute a Material Foreign Subsidiary, (ii) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Subsidiary, (iii) any Equity Interests in a Minority Investment with an aggregate fair market value of less than or equal to $10,000,000 (determined at the time of the initial acquisition of such Equity Interests and at the time of any acquisition of additional Equity Interests in such Minority Investment) or (yiv) an Excluded Assetany Equity Interests not required to be pledged hereunder in accordance with Sections 10.1(j) or 10.1(k) of the Credit Agreement, (b)(i) the debt securities held by such Grantor on the date hereof b) (including all such debt securities listed opposite the name of such Grantor on Schedule II), (iii) any debt securities in the future issued to such Grantor Pledgor evidencing Indebtedness in excess of $5,000,000 received by such Pledgor in connection with any disposition of assets pursuant to Section 10.4(b) of the Credit Agreement and (iiiii) the any promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively debt securities, promissory notes and other instruments referred to herein in clauses (b)(i) and (ii) are referred to hereinafter as the “"Pledged Debt Securities”Debt"), (c) subject to Section 7, all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01hereof, (d) subject to Section 3.067, 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, of the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.067, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged "Collateral”"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns as security and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (a)(i) the Equity Interests now or at any time hereafter owned by or on behalf of such Grantor, including those set forth opposite the name of such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), and (ii) any all certificates and other Equity Interests obtained in the future by such Grantor and (iii) the certificates instruments representing all such Equity Interests Interests, but excluding any Excluded Assets (all the foregoing collectively referred to herein as (i) and (ii) collectively, the “Pledged StockEquity Interests”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or b) (y) an Excluded Asset, (b)(ii) the debt securities held now owned or at any time hereafter acquired by such Grantor on the date hereof (Grantor, including all such debt securities those listed opposite the name of such Grantor on Schedule II), but excluding any Excluded Asset and (ii) any debt securities in the future issued to such Grantor and (iii) the all promissory notes and any other instruments evidencing all such debt securities securities, but excluding any Excluded Asset (all the foregoing collectively referred to herein as (i) and (ii) collectively, the “Pledged Debt Securities”), ; (c) all other property of such Grantor that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01, 2.01 or Section 2.02; (d) subject to Section 3.062.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) above, Pledged Debt Securities; (e) subject to Section 3.062.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (d) above, ; and (f) all Proceeds of any of the foregoing foregoing, but in each case in respect of clauses (a) through (f), excluding any Excluded Assets (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a)(i) under: 2.1 the Equity Interests shares of capital stock and other ownership interests owned by such Grantor on the date hereof (including all such Equity Interests Pledgor and listed on Schedule II)I hereto, (ii) and any shares of capital stock or other Equity Interests equity interest of any Subsidiary obtained in the future by such Grantor the Pledgor, and (iii) the stock certificates or other securities representing all such Equity Interests (all shares or equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the foregoing collectively referred to herein as Pledgor, the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66Pledgor has pledged stock representing 65% of the issued and outstanding voting Equity Interests shares of any Voting Stock of such Material Foreign Subsidiary (or such lesser percentage as is owned by Pledgor) (y) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II"Pledged Securities"), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) ; 2.2 all other property Investment Property that may be delivered to to, and held by by, the Collateral Agent pursuant to the terms of this Section 3.01, (d) hereof; 2.3 subject to Section 3.06Section 6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities referred to in clauses (a) 2.1 and (b) 2.2 above, (e) ; 2.4 subject to Section 3.06Section 6, all rights and privileges of such Grantor the Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b), (c) and (d) above2.2, and (f) 2.3 above; and 2.5 all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (f) above 2.5 being collectively referred to as the “"Pledged Collateral”"); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreveruntil the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Banks and the Administrative Agent, and the Issuing Banks have no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit assigns (on behalf of the Secured Parties, ) and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit assigns (on behalf of the Secured Parties), a first-priority security interest in, all of such Grantor’s right, title and interest in, to and under (a)(ia) the Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule II), (ii) and any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 6665% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary to the extent that a pledge of 100% of the voting Equity Interests of such Foreign Subsidiary would cause a Deemed Dividend Problem or (y) an Excluded Asseta Financial Assistance Problem, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”), (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.012.01, (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit assigns (on behalf of the Secured Parties), forever; subject, however, to the terms, covenants and conditions hereinafter set forth.