Common use of Pledge Clause in Contracts

Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first second priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings from time to time evidencing the Concentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Stock in the Borrower of GMSC, Arlington or any Vessel Subsidiary Guarantor, owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockStock of GMSC, Arlington or any such Vessel Subsidiary Guarantor; (bc) all Limited Liability Company Interests in the Borrower GMSC, Arlington or any Vessel Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower GMSC, Arlington or a Vessel Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (de) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create (and, to the extent the following constitutes “Collateral” under, and as defined in, the Original Pledge Agreement, does hereby reconfirm (without interruption) its creation, grant, pledge and assignment to the Pledgee under the Original U.S. Pledge Agreement of) a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors inCreditors, in all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the U.S. Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Borrower Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, (i) with respect to each Non-Canadian Foreign Subsidiary, if, at any time, the pledge and assignment as otherwise contemplated herein of more than 66-2/3% of the voting capital stock of such Non-Canadian Foreign Subsidiary would give rise to “deemed dividend” tax consequences under Section 956 of the Code, then not more 65% of the outstanding voting capital stock (plus 100% of the non-voting capital stock) of such Non-Canadian Foreign Subsidiary shall be required to be pledged pursuant to this Agreement, (ii) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and with respect to the Second Lien Creditors the term “Collateral” shall not include the Second Lien Excluded Collateral, (iii) the term “Collateral” with respect to the Second Lien Obligations shall not include any Collateral owned by Holdings or in which Holdings has any direct right, title or interest, and the grant or pledge of security interests hereunder by Holdings shall be solely for the benefit of the First Lien Creditors and shall not secure any of the Second Lien Obligations and Holdings shall not be a Pledgor with respect to the Second Lien Obligations for any purpose whatsoever, (iv) to the extent that the granting or perfecting of any assets or property of the Pledgors acquired after August 18, 2003 requires the consent of a third party that has not been obtained after the Pledgors (other than Holdings) have used commercially reasonable efforts to obtain such consent, the Secured Lien Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors shall not extend to, any such property or assets, (v) to the extent that a security interest in favor of the Second Lien Creditors cannot be granted or perfected in certain assets or property of the Pledgors under applicable law, the Second Lien Creditors shall not have a security interest in, and the grant or pledge of security interest pursuant to this Agreement for the benefit of the Second Lien Creditors that not extend to, any such assets or property and (vi) the Secured Creditors shall not have a security interest in, and the grant of security interest pursuant to this Agreement for the benefit of the Secured Creditors shall not extend to, and the “Collateral” shall not include any Holdings Excluded Collateral.

Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee Collateral Agent for the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of the Pledgee Collateral Agent for the benefit of the Secured Creditors inParties in and a lien on, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorSecured Documents to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing.; provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x). Notwithstanding anything to the contrary contained in this Section 3.1 or elsewhere in this Agreement, each Pledgor and the Collateral Agent (on behalf of the Secured Parties) acknowledges and agrees that:

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Borrower Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and or warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; foregoing and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 9.13 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation, and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly or indirectlyand all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all options dividends, interest, distributions, cash and warrants owned by the Pledgor other property from time to time to purchase Stockreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities of such Pledgor from time to time; (c) all Limited Liability Company Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first second priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings from time to time evidencing the Concentration Accounts, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Stock in the Borrower of GMSCII, or any Vessel Subsidiary Guarantor, owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockStock of GMSCII or any such Vessel Subsidiary Guarantor; (bc) all Limited Liability Company Interests in the Borrower GMSCII, or any Vessel Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower GMSCII, or a Vessel Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (de) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the PledgorBorrower, the Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each the limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (FE) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cb) all Partnership Interests in the Borrower Security Entitlements owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (dc) all Proceeds and products of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, “Collateral” shall not include any Dividends paid by the Borrower, in each case to the extent the payment of such Dividends is permitted under Section 9.04 of the Credit Agreement.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): ): each of the Collateral Accounts (a) to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase Stock; (b) Securities; all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) : all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) ; all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) ; all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) ; all present and future claims, if any, of the such Pledgor against any such limited liability company in connection with such Limited Liability Company Interests for moneys monies loaned or advanced, for services rendered or otherwise; (E) ; all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) and all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) ; all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) : all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) ; all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) ; all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) ; all present and future claims, if any, of the such Pledgor against any such partnership in connection with such Partnership Interests for moneys monies loaned or advanced, for services rendered or otherwise; (E) ; all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) and all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Financial Assets and Investment Property owned by such Pledgor from time to time; all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) no Pledgor shall be required to pledge the Equity Interests of Western Money Systems until such Equity Interests are required to be pledged pursuant to Section 13.20 of the Credit Agreement.

Pledge. To secure the Obligations now or hereafter owed or Stock Dividends, Distributions, etc., with Respect to be performed by the PledgorPledged Stock. ------------------------------------------------------------------- If, while this Agreement is in effect, the Pledgor does hereby grant and pledge shall become entitled to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing receive or hereafter from time to time acquired shall receive any stock certificate (collectively, the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due certificate representing a stock dividend or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action a distribution in connection with any reclassification or any increase or reduction of the foregoing; and (F) all other property hereafter delivered capital, or issued in connection with any reorganization, reincorporation or merger), option or right, whether as an addition to, in substitution for or in addition to any of the foregoingof, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests Pledged Stock, the Pledgor agrees that she shall accept and hold the same in trust on behalf of the Company and deliver the same forthwith to the Company in the Borrower owned exact form received, with the indorsement of the Pledgor when necessary and/or with appropriate undated stock powers duly executed in blank, to be held by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, Company subject to the fullest extent permitted under terms hereof, as additional collateral security for the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled Obligations. Any sums paid upon or in respect of such Partnership Interests; (B) all other payments due the Pledged Stock upon the liquidation or to become due dissolution of the Company, shall be paid over to the Pledgor Company to be held by it in trust as additional collateral security for the Obligations; and in case any distribution of capital shall be made on or in respect of such Partnership Interests, whether under the Pledged Stock or any partnership agreement property shall be distributed upon or otherwise, whether as contractual obligations, damages, insurance proceeds with respect to the Pledged Stock pursuant to the recapitalization or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, reclassification of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all capital of the Pledgor’s rights under any partnership agreement Company or operating agreement or at law pursuant to exercise and enforce every right, power, remedy, authority, option and privilege the reorganization of the Pledgor relating Company, the property so distributed shall be delivered to such Partnership Interests, including any power the Company to terminate, cancel be held by its as additional collateral security for the Obligations. All sums of money and property so paid or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of the Pledged Stock which are received by the Pledgor shall be segregated from the other property or funds of the Pledgor and held by the Pledgor in exchange trust as additional collateral security for any or all thereof; and (d) all Proceeds the Obligations. So long as no Event of Default, as defined herein, has occurred and is continuing, the Pledgor shall be entitled to retain and use any and all of cash dividends paid on the foregoingPledged Stock, except for any sums paid upon liquidation or dissolution as described above.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the (i) Each Pledgor does hereby (A) assign and transfer unto the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the Lender Creditors, and does hereby pledge and grant and pledge to the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the Lender Creditors, in each case as security for the prompt payment and performance when due of all Priority Credit Document Obligations, a continuing security interest in all of the right, title and interest of such Pledgor in, to and under all of the following property (and all rights therein) of such Pledgor, or in which or to which such Pledgor has any rights, in each case whether now existing or hereafter from time to time acquired, and (B) separately assign and transfer unto the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors, and does hereby create separately pledge and grant to the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors, in each case as security for the prompt payment and performance when due of all Obligations not constituting Priority Credit Document Obligations, a separate continuing first priority security interest in favor all of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest of such Pledgor in, to and under all of the following property (and all rights therein) of such Pledgor, or in and which or to the followingwhich such Pledgor has any rights, in each case whether now existing or hereafter from time to time acquired (collectivelyit being understood and agreed by the parties hereto that (x) the security interest granted herein (i) to the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of the Lender Creditors to secure the Priority Credit Document Obligations shall have a first priority distribution right as provided in Section 7.4 of the Security Agreement and (ii) to the Pledgee in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors to secure Obligations not constituting Priority Credit Document Obligations shall be subject to the security interest granted herein for the benefit of the Lender Creditors to secure Priority Credit Document Obligations and shall only be entitled to a distribution as provided in Section 7.4 of the Security Agreement after all Priority Credit Document Obligations have been paid in full as provided in such Section 7.4 of the Security Agreement, and (y) the “Collateral”grants of security interest hereunder constitute two separate and distinct grants of security and Liens, one in favor of the Pledgee in its capacity as collateral agent for the equal and ratable benefit of the Lender Creditors to secure Priority Credit Document Obligations and the second in favor of the Pledgee in its capacity as collateral agent for the equal and ratable benefit of all of the Secured Creditors to secure Obligations not constituting Priority Credit Document Obligations): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the Borrower same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing.;

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject only to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, no Pledgor shall be required at any time to pledge hereunder more than 65% of the Voting Equity Interest of any Foreign Corporation; provided that each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. To secure the payment and performance of the Secured Obligations (as hereinafter defined), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto CoBank, and grants to CoBank a lien upon and a security interest in (a) all capital stock of Shenandoah Telephone Company, Shenandoah Cable Television Company, ShenTel Service Company, Shenandoah Personal Communications Company, Pledge Agreement/Shenandoah Telecommunications Company Loan No. ML0743 Shenandoah Valley Leasing Company, Shenandoah Mobile Company, Shenandoah Long Distance Company, Shenandoah Network Company, Shentel Management Company, Shentel Converged Services, Inc. and ShenTel Communications Company now owned or hereafter owed or to be performed acquired by the Pledgor, and any other corporation of which the Pledgor does hereby grant and pledge to the Pledgee for the benefit now owns or hereafter acquires fifty percent (50%) or more of the Secured Creditorsissued and outstanding capital stock (all such corporations, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a"Pledged Subsidiaries") all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and additional shares or securities or other property at any time and from time to time received, receivable or otherwise distributed distributable in respect of of, in exchange for, or in exchange liquidation of, any and all such stock, together with the proceeds thereof (all such shares, capital stock, securities, cash, property and other proceeds thereof, collectively, the "Pledged Collateral"). Notwithstanding the foregoing, if at any time the Pledgor demonstrates to CoBank on a pro forma basis, taking into consideration the acquisition of any Pledged Subsidiary hereafter acquired by the Pledgor, that the Pledgor will achieve and maintain for the then remaining life of the Loans (i) a Total Leverage Ratio (as determined in accordance with Section 7 of the MLA) less than or equal to 2.5:1.0 and (ii) an Equity to Total Assets Ratio (as determined in accordance with Section 7 of the MLA) greater than or equal to 35.0%, and the remaining life of the all Loans then outstanding is less than 7 years, CoBank shall release the lien and security interest granted herein in such shares, capital stock, securities, cash, property and other proceeds thereof of such Pledged Subsidiary. Upon a determination by CoBank to grant such a request, for purposes of this Pledge Agreement such entity shall no longer be considered a Pledged Subsidiary, all such shares, capital stock, securities, cash, property and other proceeds shall no longer be considered part of the Pledged Collateral, and CoBank shall deliver to the Pledgor UCC termination statements and any or all thereof; (c) all Partnership Interests in the Borrower owned other documents reasonably requested by the Pledgor from time to time and all of its right, title and interest in each partnership evidence such release. The Pledgor shall promptly deliver to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: CoBank (Ai) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, certificates or other instruments representing any securities now or ordershereafter included in the Pledged Collateral (the "Pledged Securities"), to file any claims accompanied by duly executed stock powers in blank and to take any action in connection with any of the foregoing; and by such other instruments or documents as CoBank or its counsel may reasonably request and (Fii) all other property now or hereafter delivered in substitution for or in addition to any comprising part of the foregoingPledged Collateral, all certificates accompanied by proper instruments of assignment duly executed by the Pledgor and instruments representing or evidencing by such other property instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all the numbers of the foregoingcertificates therefor, theretofore and then being pledged hereunder, which schedules shall be attached hereto as Schedule 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. To secure In consideration of the Obligations now or hereafter owed or to be performed acceptance by the PledgorSecured Parties of the Notes and the undertakings of the Pledgor in this Agreement, the Pledgor does hereby grant and pledge grants to the Pledgee Collateral Agent as agent for the benefit of the Secured Creditors, and does hereby create Parties a continuing first priority security interest in favor the Stock together with all of the Pledgee for Pledgor's rights to receive distributions in respect to such securities, whether in cash, securities or other property, and whether during the benefit continuance of or on account of the Secured Creditors inliquidation of the issuer of such securities, and all of its rightother rights as a holder of securities of such issuer, and all of its rights, title and interest in and to the followingany certificate, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, instrument or other instruments or orders, to file any claims and to take any action in connection with any evidence of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property together with any and all cashsubstitutions and replacements thereof, securities, interest, dividends, rights and including any securities or other property instruments into which any of the foregoing may at any time and from time to time receivedbe converted or exchanged (the "Pledged Stock"). The parties hereto acknowledge and agree that such pledge is junior to a prior pledge of the Stock by the Secured Parties to Fleet Bank, receivable or otherwise distributed N.A., to secure certain indebtedness of the Company totalling $19,540,000 at September 30, 1999, and that such pledge will become a first priority pledge when such indebtedness has been repaid and such prior pledge has been released. The Pledgor covenants upon such repayment and release to promptly deliver the Certificates representing the Pledged Stock accompanied by eight separate stock powers duly endorsed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned blank by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitationthe Collateral Agent as agent for the Secured Parties, to the fullest extent permitted under be held on the terms and conditions contained herein. The Pledgor hereby appoints the Collateral Agent as agent for the Secured Parties as its attorney in fact to cause the transfer of the Pledged Stock on the books of the Company to the Secured Parties or their respective designees, ratably in proportion to their respective interests as shown on Exhibit A hereto, upon the occurrence of an "Event of Default," as such term is defined in the Notes. The Collateral Agent as agent for the Secured Parties shall hold the Pledged Stock as security for the purposes described herein and shall not encumber or dispose of such property except in accordance with the provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingthis Agreement.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the The Pledgor does hereby grant and pledge pledges to the Pledgee Collateral Agent, for the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of grants to the Pledgee Collateral Agent for the benefit of the Secured Creditors Parties, a security interest in, all the following (collectively, the "Pledged Collateral"): (a) All of its the right, title and interest of the Pledgor in and to the followingEquity Interests, whether now existing or hereafter from time to time acquired arising, and the certificates representing the shares of such capital stock (collectivelysuch now-existing shares being identified on Exhibit A attached hereto and made a part hereof), the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by for the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether additional equity interests now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and held in the name of the Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), herewith delivered to the Collateral Agent, accompanied by stock powers in the form of Exhibit C attached hereto and made a part hereof duly executed in blank, and all dividends, distributions, 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; provided, however, that prior to the Senior Lien Satisfaction Date, such Limited Liability Company Interests delivery shall be made to the Priority Lien Agent for the benefit of the Collateral Agent; (b) All additional equity interests from time to time acquired by the Pledgor in any manner, and the certificates representing such additional equity interests (any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any additional equity interests shall constitute part of the foregoing or for any Limited Liability Company AssetPledged Stock and the Collateral Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional equity interests), to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cashoptions, securities, interestwarrants, dividends, distributions, cash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such equity interests; (c) all Partnership Interests in the Borrower owned Indebtedness evidenced by the Pledgor from time to time promissory notes and instruments listed on Exhibit B attached hereto (the "Pledged Indebtedness"), and the promissory notes or instruments evidencing the Pledged Indebtedness, and all of its rightinterest, title and interest in each partnership to which each such interest relatescash, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; andthe Pledged Indebtedness; (d) all Proceeds of any additional Indebtedness arising after the date hereof and owing to the Pledgor and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of that Pledged Indebtedness; (e) The property and interests in property described in Section 5 below; and (f) All proceeds of the foregoing.

Pledge. To secure the punctual payment or performance of all and each and every part of the Obligations now or hereafter owed or to be paid or performed by the Pledgor, the Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest and Lien (subject to Liens from time to time permitted to exist with respect to the Collateral pursuant to the Loan Documents from time to time in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, in all of its rightthe rights, title and interest interests of the Pledgor in and to each of the following, whether now existing or hereafter from time to time created, arising or acquired (collectively, the “Collateral”"COLLATERAL"): (a) all Stock in each of the Borrower owned by Collateral Accounts of the Pledgor, directly including any and all of the Property of whatsoever type or indirectly, kind from time to time deposited by the Pledgor in each such Collateral Account, whether such Property is now owned or existing or is hereafter created or acquired, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or by any of the other Loan Documents to be deposited in such Collateral Account, and all options Investments and warrants all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or acquired by the Pledgor from time to time to purchase Stock(but excluding any Stock of Subsidiaries, except for the Chiqxxxx Xxxth Pacific Equity, and also excluding any Notes payable by Subsidiaries of the Pledgor, other than the Chiqxxxx Xxxth Pacific Note and the Friday Note); (bc) all Limited Liability Company Interests in the Borrower owned or acquired by the Pledgor from time to time (including those in Friday, but excluding those in any other limited liability company that is a Subsidiary of the Pledgor, and also excluding those in any limited liability company that is not a Subsidiary of the Pledgor to the extent (and only to the extent) that such Limited Liability Company Interests may not be pledged hereunder without violating the terms of the operating agreement or other Governing Documents of such limited liability company) and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter created, arising or acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (Ai) all the of its capital thereof therein and all of its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (Bii) all other payments due or to become due to the Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds damages or otherwise; (Ciii) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law law, or otherwise in respect of such Limited Liability Company Interests; (Div) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (Ev) all of the Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments Instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, checks or other instruments Instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (Fvi) all other property Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments Instruments representing or evidencing such other property Property, and all cash, securitiesSecurities, interest, dividends, rights and other property Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned or acquired by the Pledgor from time to time (excluding those in any partnership that is a Subsidiary of the Pledgor, and also excluding those in any partnership that is not a Subsidiary of the Pledgor to the extent (and only to the extent) that such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or other Governing Documents of such partnership) and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter created, arising or acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (Ai) all the of its capital thereof therein and all of its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (Bii) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds damages or otherwise; (Ciii) all of its claims, rights, powers, privileges, authority, options, security interests, liens Liens and remedies, if any, under any partnership agreement or operating agreement, or at law law, or otherwise in respect of such Partnership Interests; (Div) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (Ev) all of the Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments Instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership AssetAssets, to enforce or execute any checks, or other instruments Instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (Fvi) all other property Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments Instruments representing or evidencing such other property Property, and all cash, securitiesSecurities, interest, dividends, rights and other property Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements owned or acquired by the Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property owned or acquired by the Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing; PROVIDED, HOWEVER, that notwithstanding anything in this Agreement or in any of the other Collateral Documents to the contrary, the Pledgor shall NOT be required to pledge, and the term "COLLATERAL" shall be deemed NOT to include: (i) any Equity Interests now owned or hereafter acquired by the Pledgor in any Persons which are or (in connection with such acquisition) become Subsidiaries of the Pledgor, other than the Pledgor's Limited Liability Company Interests in Friday and the Chiqxxxx Xxxth Pacific Equity that it shall own or from time to time acquire; (ii) the Equity Interests of the Pledgor in Lindxxxxx and Securities Transfer; (iii) the Pledgor's interest in any Note issued by Lindxxxxx xx Securities Transfer or by any Subsidiary of the Pledgor to the Pledgor, other than the Chiqxxxx Xxxth Pacific Note and the Friday Note, each of which is pledged hereunder; or (iv) the Pledgor's interest in any Securities that are held in accounts which are opened and maintained by the Pledgor as a fiduciary for its employees or otherwise in connection with the Pledgor's employee benefits plans, and specifically, any Securities included in the "Capital Appreciation Plan" of the Pledgor.

Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (but subject to the Pledgorproviso at the end of this Section 3.1), the each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors Parties in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Loan Document to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities, together with all rights, privileges, authority and powers of such Pledgor relating to such Securities in each such issuer or under any organizational document of each such issuer, and the certificates, instruments and agreements representing such Securities and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets of such limited liability company and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAsset of such limited liability company, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the foregoing; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets of any such partnership and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens Liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the foregoing; (e) all Securities Accounts, Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing; provided that (i)(x) except to the extent that such pledge is to secure a Pledgor’s guaranty of a Canadian Loan Party’s Obligations, no Voting Equity Interests of any Foreign Subsidiary which represents more than 66% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Subsidiary shall be pledged hereunder, provided, however, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of Stock in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, the Equity Interests shall include, and the security interest granted by each Pledgor shall attach to, such greater percentage of Voting Equity Interests of each directly owned Foreign Subsidiary that is a Subsidiary of such Pledgor to secure all other Obligations and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in the preceding clause (x) and (ii) notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 3.1 hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (x) any Equity Interests owned by any Pledgor in any Person for so long as the grant of such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Company, a breach or termination pursuant to the terms of, or a default under, any Indebtedness assumed by the Company or any of its Subsidiaries pursuant to Section 7.02(j) of the Credit Agreement or any organizational document of such Person (although the Company will use its commercially reasonable efforts to endeavor that the organizational documents of a Subsidiary do not contain a restriction on the pledge thereof), (B) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above and, (y) any Margin Stock unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1; provided further, that each applicable Pledgor shall provide to the Secured Parties notice of the existence of any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) and 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1, and (z) in the event constituting Excluded Assets (as defined in the U.S. Security Agreement).

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, but subject to the terms of the proviso to this Section 3.1, the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower and all Limited Partnership Interests owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company Limited Liability Company and each Limited Partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests, such Limited Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets, Limited Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests and such Limited Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests and Limited Partnership Interests, whether under any limited liability company agreement, limited partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement, limited partnership agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests and such Limited Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company Limited Liability Company and any such Limited Partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement, limited partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests and Limited Partnership Interests, including any power to terminate, cancel or modify any limited liability company agreement, limited partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests, such Limited Partnership Interests and any such limited liability companycompany and limited partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset or any Limited Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (b) all Corporate Stock owned by such Pledgor from time to time, all options and warrants owned by such Pledgor from time to time to purchase such Corporate Stock, and all of its right, title and interest in each Corporation to which each such shares relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Corporate Stock and applicable law: (A) all the capital thereof and its interest in all profits, losses, Corporate Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Corporate Stock; (B) all other payments due or to become due to such Pledgor in respect of Corporate Stock, whether under the bylaws, any Organizational Document or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under the bylaws, any Organizational Document, or at law or otherwise in respect of such Corporate Stock; (D) all present and future claims, if any, of such Pledgor against any such Corporation for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under the bylaws, any Organizational Document or at law or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Corporate Stock, including any power to terminate, cancel or modify the bylaws, any Organizational Document or any other Organizational Document, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Corporate Stock and any such Corporation, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Corporation Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower Security Entitlements owned by the such Pledgor from time to time in any and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.

Pledge. To secure As security for the Obligations now or hereafter owed or to be performed by payment in full of the PledgorSecond Priority Obligations, the each Pledgor does hereby grant pledges and pledge grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the Second Priority Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its such Pledgor’s right, title and interest in, to and under (a) any shares of capital stock, partnership interests, membership interests in and to the followinga limited liability company, whether now existing beneficial interests in a trust or hereafter from time to time acquired other equity ownership interests in a Person (collectively, the “CollateralEquity Interests”): ) owned by such Pledgor (aother than Excluded Equity Interests) all Stock (which, if certificated, are listed on Schedule I hereto) and any Equity Interests obtained in the Borrower owned future by such Pledgor (other than Excluded Equity Interests) and the Pledgorcertificates (if any) representing all such Equity Interests (collectively, directly or indirectlythe “Pledged Equity Interests”); provided that (i) Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be limited, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitationaggregate, to the fullest extent permitted under the terms and provisions pledge of 65% of the issued and outstanding common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock or unit certificate, as applicable, representing in excess of such percentage ownership and (ii) any interests of any of the Pledgors in the joint ventures set forth on Schedule V attached to the Security Agreement and any subsequent joint ventures in which the Pledgors invest shall be excluded from the definition of Pledged Equity Interests to the extent that applicable law or the organizational documents with respect to any such joint venture (including other applicable agreements among the investors in such joint venture) (x) do not permit the pledge or assignment of such interest or (y) require the consent of any third party to permit such pledge or assignment (to the extent such consent has not been granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such pledge without the consent of any third party and agreements governing such Limited Liability Company Interests and in accordance with applicable law: (A) all the capital thereof and its , such interest in all profits, losses, Limited Liability Company Assets such joint venture shall be included in the definition of Pledged Equity Interests (subject to clause (i) above) and other distributions to which the applicable Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to cause the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remediesrelated certificates, if any, under any limited liability company agreement for such joint venture to be delivered to the Collateral Agent within ninety (90) days from the Closing Date (or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;longer period as the Collateral Agent may agree); (b) (Di) all present the Indebtedness evidenced by promissory notes and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and individually in excess of $5,000,000 owed to take any and all other action on behalf of and in it which are listed opposite the name of such Pledgor on Schedule I hereto, (ii) any Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 arising in the Pledgor in respect of future and owing to such Limited Liability Company Interests Pledgor; and (iii) the promissory notes and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, evidencing such Indebtedness; (c) subject to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 7 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.of,

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) the Concentration Accounts, together with all of the Pledgor's right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts; (b) all Stock in the Borrower of any Subsidiary Guarantor owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockStock of any Subsidiary Guarantor; (bc) all Limited Liability Company Interests in the Borrower any Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the such Pledgor’s 's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower any Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (de) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (G) all Financial Assets and Investment Property of such Pledgor from time to time; (H) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and (dI) all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder, and the pledge granted hereunder shall not be deemed to extend to, more than 65% of the total combined voting power of all classes of Voting Stock of any Exempted Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock of each Exempted Foreign Corporation at any time and from time to time acquired by such Pledgor, which Non-Voting Stock shall not be subject to the limitations described in clause (x). Notwithstanding anything to the contrary contained herein, (I) the Collateral shall at no time include any items which would at such time constitute Excluded Collateral, and (II) the relative rights and remedies of the Pledgee shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgorperformed, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (bi) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cii) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (diii) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Pledged Notes owned or held by such Pledgor from time to time in which such Pledgor is listed as the lender or payee; (d) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (ce) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (f) all Financial Assets and Investment Property owned by such Pledgor from time to time; (g) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dh) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) the Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Equity Interests of such Exempted Foreign Entity, (y) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Equity Interest of US LEC PAC and (z) no Pledgor shall be required at any time to pledge hereunder (and the term “Collateral” shall not include) any Excluded Account (so long as same remains an “Excluded Account” in accordance with the definition thereof). For the avoidance of doubt, notwithstanding the preceding sentence, each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor.

Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the Pledgorproviso at the end of this Section 3(a) in the case of the Voting Equity Interests of Foreign Subsidiaries and FSHCOs pledged hereunder), the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (ai) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (ii) all Stock in the Borrower Securities owned or held by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (biii) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (civ) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (v) all Financial Assets and Investment Property owned by such Pledgor from time to time; (vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dvii) all Proceeds of any and all of the foregoing; provided that notwithstanding anything to the contrary in this clause (a), the term “Collateral” and the pledge hereunder shall not include any Excluded Collateral.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant assign and pledge to transfer unto the Pledgee for the benefit of the Secured Creditors, and does hereby pledge, grant and create a continuing first priority security interest in favor of to the Pledgee for the benefit of the Secured Creditors Creditors, a continuing security interest (subject to Permitted Liens) in, all of its the right, title and interest of such Pledgor in, to and under all of the following Collateral (as defined below) of such Pledgor, or in and which or to the followingwhich such Pledgor has any rights, in each case, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):acquired: (ai) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (ii) all Stock in the Borrower Securities owned or held by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (biii) (x) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interests relates and (y) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, as the case may be, whether now existing or hereafter acquired, including, without limitation, limitation to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and/or Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets Assets, Partnership Assets, and other distributions and payments to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests and/or Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Limited Liability Company Interests and/or Partnership Interests, whether under any limited liability company agreement, partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement, operating agreement or operating partnership agreement, or at law or otherwise in respect of such Limited Liability Company Interests and/or Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company and/or partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement, operating agreement or operating partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests and/or Partnership Interests, including any power to terminate, cancel or modify any such limited liability company agreement, operating agreement or operating partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests Interest or Partnership Interest and any such limited liability companycompany and/or partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset and/or Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (civ) all Partnership Interests in the Borrower Financial Assets and Investment Property owned by the such Pledgor from time to time; (v) all Security Entitlements owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (dvi) all Proceeds of any and all of the foregoingforegoing (collectively, including all of the above, but subject to each proviso below in this Section 3.1, the “Collateral”); provided that (x) except in the circumstances and to the extent provided by Section 8.12 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and, notwithstanding anything to the contrary contained in this Agreement, but subject to Section 8.12 of the Credit Agreement, such percentage of the combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity in excess of 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity shall not constitute “Collateral” as herein defined, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) notwithstanding the foregoing provisions of clause (x) and (y), except in the circumstances and to the extent provided by Section 8.12 of the Credit Agreement (in which case this clause (z) shall no longer be applicable) Pledgor shall not be required to pledge shares of stock in a corporation or equity interests in a partnership or limited liability company that is owned, directly or indirectly, by an Exempted Foreign Entity; provided, further, that, notwithstanding anything to the contrary contained in this Agreement, the Excluded Collateral shall not constitute “Collateral” as herein defined.

Pledge. (a) To secure all Obligations of such Pledgor and for the Obligations now or hereafter owed or to be performed by the Pledgorpurposes set forth in Section 1 hereof, the each Pledgor does hereby grant and pledge hereby: (i) grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create Creditors a continuing first priority security interest in favor all of the Collateral owned by such Pledgor; (ii) collaterally assigns to the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned by the such Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all ’s Pledged Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its such Pledgor’s right, title and interest in each limited liability company to which each such interest relatesPledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which the such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company InterestsInterests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights); (D) all present and future claims, if any, of the such Pledgor against any such limited liability company Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such any Pledged Limited Liability Company InterestsInterest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Pledged Limited Liability Company Interests Interest and any such limited liability companyPledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of the foregoing; and (cG) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (ii) transfers and assigns to the Pledgee for the benefit of the Secured Creditors such Pledgor’s Pledged Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its such Pledgor’s right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, Pledged Partnership including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities of such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in subsection 6.11 of the Credit Agreement no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of Holdings) shall be required at any time to pledge hereunder (and the Collateral of such Pledgor shall not include) more than 65% of the Voting Stock of any Foreign Corporation and (y) so long as it does not cause any materially adverse tax consequences to Holdings or any of its Subsidiaries, each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (but subject to the Pledgorterms of the Intercreditor Agreement), the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorSecond-Lien Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property of such Pledgor from time to time; (f) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder, and the pledge granted hereunder shall not be deemed to extend to, more than 65% of the total combined voting power of all classes of Voting Stock of any Exempted Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock of each Exempted Foreign Corporation at any time and from time to time acquired by such Pledgor, which Non-Voting Stock shall not be subject to the limitations described in clause (x). Notwithstanding anything to the contrary contained herein, (I) the Collateral shall at no time include any items which would at such time constitute Excluded Collateral and (II) the lien and security interest granted to the Pledgee pursuant to this Agreement and the exercise of any right or remedy by the Pledgee hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

Pledge. To secure As security for (i) the payment of the Revolving Credit Note, the LOC Obligations now or hereafter owed or and the Guaranty, (ii) the payment of all amounts owing pursuant to be performed this Agreement, the Loan Agreement and the other Loan Documents, and (iii) the performance by the PledgorBorrower of, and compliance with, all of the terms, covenants, conditions, stipulations and agreements contained in this Agreement, the Loan Agreement, the Revolving Credit Note and the other Loan Documents, (iv) the performance by the Pledgor does hereby grant of, and pledge to compliance with, all of the Pledgee terms, covenants, conditions, stipulations and agreements contained in this Agreement, the Loan Agreement, the Guaranty and the other Loan Documents, (v) the repayment of (a) any amounts the Lender may advance or spend for the maintenance or preservation of the Shares, and (b) any other expenditures that the Lender may make under the provisions of this Agreement or for the benefit of the Secured CreditorsPledgor, and does hereby create a continuing first priority security interest in favor (vi) all amounts owed under any modification, renewals or extensions of any of the Pledgee for the benefit of the Secured Creditors inforegoing obligations, (vii) any and all of its rightobligations, title and interest in and to the followingcontingent or otherwise, whether now existing or hereafter from time arising, of the Borrower to time acquired the Lender arising under or in connection with any Rate Management Transaction, and (vii) any of the foregoing that arises after the filing of a petition by or against the Pledgor or the Borrower under the Bankruptcy Code, even if the obligations do not accrue because of the automatic stay under Bankruptcy Code §362 or otherwise (collectively, the “CollateralSecured Obligations”): (a) all Stock ), the Pledgor hereby grants to the Lender a security interest in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approvalShares, together with full power any additions thereto and authority proceeds therefrom, and hereby pledges and assigns the respective Certificates representing the Shares to demandthe Lender. The Pledgor has delivered stock powers with respect to the respective Certificates endorsed in blank (the “Stock Powers”) to the Lender and hereby authorizes the Lender, receive, enforce, collect or upon the occurrence and continuation of an Event of Default to transfer the Certificates to the Lender. The Lender hereby acknowledges receipt for any of the foregoing Certificates as security for the Secured Obligations. The Lender agrees not to transfer, sell, encumber or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any otherwise dispose of the foregoing; and (F) all other property hereafter delivered Shares except in substitution for or in addition to any of accordance with the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingthis Agreement.

Pledge. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee Collateral Agent for the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of the Pledgee Collateral Agent for the benefit of the Secured Creditors Parties in, any and all of its the right, title and interest in and to the following, whether now owned or existing or hereafter from time to time owned, acquired or arising (collectively, the “Collateral”): (a) any Collateral Account, including any and all Stock assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by any Credit Document to be deposited in the Borrower Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (Ai) all the its capital thereof therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (Bii) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (Ciii) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (Div) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (Ev) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (Fvi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (Ai) all the its capital thereof therein and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (Bii) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (Ciii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (Div) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (Ev) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (Fvi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and; (de) all Proceeds Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and (f) all Financial Assets, Investment Property and Pledged Notes of such Pledgor from time to time. (g) Notwithstanding anything to the contrary contained herein, the collateral shall at no time include any items which would at such time constitute Excluded Collateral (as defined in the Security Agreement).

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly or indirectlyand all investments and all certificates and other Instruments (including depository receipts, if any) from time to time represent-ing or evidencing the same, and all options dividends, interest, distributions, cash and warrants owned by the Pledgor other property from time to time to purchase Stockreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities of such Pledgor from time to time; (c) all Limited Liability Company Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, (x) except as otherwise provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by performance, as the Pledgorcase may be, in full of the Pledgor does Obligations, including the Guaranty, each Grantor hereby grant assigns and pledge pledges to the Pledgee Col- lateral Agent, its successors and assigns, for the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of grants to the Pledgee Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors Parties, a security interest in, all of its such Grantor’s right, title and interest in in, to and to the following, under and whether now or hereafter existing or hereafter from time to time acquired aris- ing (i) all Equity Interests held by it in each of its Wholly-Owned Subsidiaries, including, without limita- tion, the Equity Interests listed on Schedule I and any other Equity Interests in any Wholly-Owned Sub- xxxxxxx obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively, the “CollateralPledged Equity”): ); provided that the Pledged Equity shall not include (aA) all Stock Equity Inter- ests of any Unrestricted Subsidiary, (B) Equity Interests of any De Minimis Foreign Subsidiary, (C) Eq- uity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) of the Credit Agreement if such Equity Interests are pledged as secu- rity for such Indebtedness and if and for so long as the terms of such Indebtedness prohibit the creation of any other Lien on such Equity Interests, (D) Equity Interests in excess of 65% of the issued and out- standing voting Equity Interests of each Wholly-Owned Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by the Borrower or any Subsidiary Guarantor, (E) Equity Interests of any Subsidiary with respect to which the Administrative Agent and the Borrower have determined in their reasonable judgment and agreed in writing that the costs of providing a pledge of such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Lenders therefrom and (F) any assets the pledge of which is prohibited by applicable Laws; (ii) (A) the debt securities owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, includingit in- cluding, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in debt securities listed opposite the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action Grantor on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.Schedule I,

Pledge. To secure As security for the Obligations now or hereafter owed or payment and performance of all of the Obligations, Pledgor hereby pledges to be performed by the PledgorAgent, the Pledgor does hereby grant and pledge grants to the Pledgee Agent, for the benefit of the Secured CreditorsAgent and Lenders, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired owned, existing or arising (collectively, the “Subject Collateral”): (a) all Stock in the Borrower owned The equity interests held by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing Person described on Schedule I hereto (the “Pledgee”) and any investment property and general intangibles evidenced by or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interestsequity interests (collectively, including any power to terminatethe “Subject Securities”), cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered to Agent in substitution for or in addition to any of the foregoing; (b) all documents, all certificates and and/or instruments representing or evidencing such other property any of the foregoing and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of the foregoing, except for any distributions with respect to the Subject Securities that would be permitted under the Loan Documents; and (c) all Partnership Interests products and proceeds of all of the foregoing. Pledgor agrees to deliver to Agent, for the benefit of itself and Lenders, promptly upon receipt and in due form for transfer, any certificates evidencing the Borrower owned by the Pledgor Subject Securities, and any other Subject Collateral which may at any time or from time to time come into the possession or control of Pledgor; and all prior to the delivery thereof to Agent, such Subject Collateral shall be held by Pledgor separate and apart from its other property and in express trust for Agent. Pledgor further agrees to obtain the written acknowledgment of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitationany custodian of the Subject Collateral, to the fullest extent permitted under effect that (i) all rights of Pledgor in the terms Subject Collateral are subject to such security interest, (ii) such custodian is authorized and provisions instructed to comply with any instruction of Agent with respect to disposition or transfer of the documents Subject Collateral, including any instruction to cease accepting instructions from Pledgor, and agreements governing (iii) in the event of a conflict between instructions given by Agent and instructions given by Pledgor, Agent’s instructions shall control. It is Pledgor’s intent that, by virtue of this Agreement and such Partnership Interests acknowledgments, Agent is granted “control” within the meaning of Sections 9-104 and applicable law: 9-106 of the Uniform Commercial Code as in effect in the State of New York (Athe “UCC”) all with respect to the capital thereof Subject Collateral and its interest in all profits, losses, Partnership Assets and other distributions any deposit account or security account to which the Subject Collateral is credited. Pledgor shall at any time be entitled in respect hereby agrees that it will not grant “control” (within the meaning of such Partnership Interests; (BSections of the UCC) all to any Person other payments due or to become due than Agent with respect to the Pledgor in respect of such Partnership Interests, whether under Subject Collateral or any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of deposit account to which the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingSubject Collateral is credited.

Pledge. To secure Each of the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does Grantors hereby grant and pledge pledges to the Pledgee Collateral Agent and grants to the Collateral Agent for the ratable benefit of the Second Priority Secured Creditors, and does hereby create Parties a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its such Grantor’s right, title and interest in and to each of the following, whether now owned, held or hereafter acquired by such Grantor, and whether now or hereafter existing or hereafter from time to time acquired arising (collectivelytogether, the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time each and all options and warrants owned by the Pledgor from time to time to purchase Stock;every FAA Slot of such Grantor; and (b) to the extent permitted under Applicable Law, each and every Route of such Grantor; and (c) to the extent permitted by applicable law and contract, each and every Gate Interest of such Grantor; and (d) to the extent permitted by applicable law, each and every Foreign Slot of such Grantor; and (e) to the extent permitted by applicable law and contract, all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time Supporting Route Facilities of such Grantor; and (f) all Proceeds of any kind of any and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, the foregoing (including, without limitation, to in the fullest extent permitted under the terms and provisions cases of the documents Collateral listed in (c), (d) and agreements governing (e), above, the proceeds (of any kind) received or to be received by such Limited Liability Company Interests Grantor upon the transfer or other disposition of such Collateral notwithstanding whether the pledge and grant of the security interest in such Collateral is legally effective under applicable law: ). It being understood, that no Grantor shall be deemed to have granted, assigned, conveyed, mortgaged, pledged, hypothecated or transferred (Asuch actions, collectively, the “granting of a security interest”) all the capital thereof over Collateral insofar as such granting of a security interest would constitute a breach or violation of a valid and its interest effective restriction in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect favor of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election a third party (including, but not limited to, election any mandatory consent rights, and the parties hereby agree that the Collateral Agent shall not require any actions to be taken with respect to such consent rights except following the occurrence of remediesan Event of Default as specifically provided herein) that would result in the termination of such Grantor’s interest in such Collateral or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition rise to any valid and effective indemnification obligation or any valid and effective right to terminate or commence the exercise of remedies under such restriction. Notwithstanding the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at in no event shall “Collateral” include any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingExcluded Property.

Pledge. To secure 1.1 The Pledgor hereby pledges with effect from the Obligations now or hereafter owed or to be performed by Effective Date, in favour of the PledgorVendors, who accept, the Pledged Shares as security for the due and punctual payment of the Secured Obligations. 1.2 In constitution of the Pledge, the Pledgor does hereby grant and pledge shall within ten (10) calendar days from the Effective Date, deliver the share certificates relating to the Pledgee Pledged Shares to the Vendors, who accept to hold the Pledged Shares and certificates under the terms hereof. 1.3 The Parties expressly agree that the Pledge is being granted to the Vendors as security for the benefit Secured Obligations. 1.4 The Pledge confers upon the Vendors the right to obtain payment out of the Pledged Shares with privilege over other creditors as provided by Greek law and a right of retention over the Pledged Shares which entitle the Vendors to retain the benefits under this Agreement until such time as the full amount of the Secured Creditors, and does hereby create a continuing first priority security interest Obligations shall have been paid in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and full. 1.5 Subject to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of provision this Agreement, the documents Pledge shall extend to and agreements governing such Limited Liability Company Interests include all dividends and applicable law: all shares (A) all the capital thereof and its interest dividends in all profitsrespect thereof), lossesrights, Limited Liability Company Assets and monies or other distributions to which the Pledgor shall property accruing or offered at any time be entitled by way of redemption, substitution, bonus, preference, option or otherwise to or in respect of such Limited Liability Company Interests; (B) any of the Pledged Shares and all allotments, accretions, offered and other payments due rights, benefits and advantages whatsoever at any time accruing, made, offered or to become due to the Pledgor arising in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreementPledged Shares. 1.6 Nothing in this Agreement shall be construed as placing on the Vendors, or at law either of them, prior to the eventual disposal or otherwise appropriation of the Pledged Shares, any liability whatsoever in respect of such Limited Liability Company Interests; (D) all present and future claimsany calls, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, instalments or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition payments relating to any of the foregoingPledged Shares or to any rights, shares or other securities accruing, offered or arising as aforesaid, and the Pledgor and the Purchasers shall at all certificates times indemnify and instruments representing hold harmless the Vendors against and from all demands made against either the Pledgor or evidencing such the Pledged Shares, payments made by it, and costs, expenses, damages, losses or other property and all cash, securities, interest, dividends, rights and other property liabilities incurred or suffered by it at any time and from time to time received, receivable or otherwise distributed in respect of any such calls, instalments or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingaforesaid.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the Pledgor applicable Pledgor, as indicated below, does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) in the case of the Borrower and DSS III, respectively, the applicable Earnings Account held in its name, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts (collectively, the “Earnings Account Collateral”); (b) in the case of all Stock in the Borrower of each Subsidiary Guarantor that is a Collateral Vessel Owner, each a “Pledged Subsidiary”) and is owned by the Pledgor, directly or indirectly, a Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase Stock;Stock of any such Pledged Subsidiary;1 (bc) all Limited Liability Company Interests in the Borrower any Pledged Subsidiary owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1, the Collateral shall not include any Excluded Assets (as such term is defined in the Security Agreement).

Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the The Pledgor does hereby grant and pledge pledges to the Pledgee for and grants to the benefit of the Secured Creditors, and does hereby create Pledgee a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the “Pledged Collateral”): (a) all Stock in All of the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest of the Pledgor in each limited liability company to which each such interest relatesthe Equity Interests, whether now existing or hereafter acquiredarising (such now-existing shares being identified on Exhibit A attached hereto and made a part hereof), including, without limitation, to all options and warrants for the fullest extent permitted under the terms and provisions purchase of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due additional equity interests now or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and hereafter held in the name of the Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged Shares”), herewith delivered to the Pledgee, and all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of such Limited Liability Company Interests and the Pledged Shares; (b) Any additional equity interests of the WFOE otherwise to be pledged to the Pledgee pursuant to the Notes or other Security Documents (as defined in the Indenture) binding the Pledgor which equity interests are not already Pledged Collateral (“Additional Equity Interests”) from time to time acquired by the Pledgor from the date hereof in any manner (any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any additional equity interests shall constitute part of the foregoing or for any Limited Liability Company AssetPledged Shares and the Pledgee is irrevocably authorized to amend Exhibit A from time to time to reflect such additional equity interests), to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cashoptions, securities, interestwarrants, dividends, distributions, cash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the Equity Interests or Additional Equity Interests; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance All proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (Fd) all other property hereafter delivered in substitution for The proceeds of any liquidation, winding up or in addition to any dissolution of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time WFOE payable to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingPledgor.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”"COLLATERAL"): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, lossesincome, Limited Liability Company Assets surpluses, losses and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Assetforegoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assetforegoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, (x) unless there has been a Change of Law as a result of which the granting of the pledge of more than 66-2/3% of the Voting Equity Interests of any Exempted Foreign Entity will not give rise to adverse "deemed dividend" tax consequences to the Borrower under Section 956 of the Code, no Pledgor shall be required to pledge hereunder more than 65% of the Voting Equity Interests of any Exempted Foreign Entity (and such Voting Equity Interests in excess of 65% shall not constitute "Collateral,"), (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Pledgor of any Exempted Foreign Entity and (z) the Collateral shall not include Equity Interests in Joint Ventures that are not Subsidiaries of the Borrower to the extent that the respective Pledgor is contractually prohibited (after giving effect to any consents or waivers in respect of such prohibition) from pledging such Equity Interests owned by it pursuant to the respective joint venture agreement or similar agreement governing such Joint Venture.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower each such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in each such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing; provided that (A)(x) until a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (B) no Pledgor shall be required to grant a security interest hereunder in any Excluded Collateral. Notwithstanding anything to the contrary contained in this Agreement, the Pledgors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder except to the extent that a security interest in such types of Collateral can be perfected (i) by the filings of a UCC-1 (or similar) financing statement under the applicable UCC, (ii) possession of certificated Securities evidencing Equity Interests, (iii) possession of Instruments constituting Notes, (iv) as provided in Section 3.2(a)(ii) hereof and (v) as provided in Section 3.2(a)(v) hereof and the representations, warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall be qualified to the extent provided in this paragraph.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Each Pledgor does hereby grant and pledge pledges to the Pledgee Collateral Agent, for the ratable benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of grants to the Pledgee Collateral Agent for the ratable benefit of the Secured Creditors Parties, a security interest in, the following (collectively, the "PLEDGED COLLATERAL"): (a) all of its the right, title and interest of such Pledgor in and to the followingEquity Interests, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares owned by each Pledgor and held by Citadel being identified on EXHIBIT A attached hereto and made apart hereof), all options and warrants for the purchase of additional equity interests in the Company now or hereafter held in the name of such Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of each Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "PLEDGED STOCK"), and all dividends, distributions, cash, instruments and other property from time to time acquired (collectivelyreceived, receivable or otherwise distributed in respect of, or in exchange for, any or all of the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Pledged Stock; (b) all Limited Liability Company Additional Equity Interests (as defined in the Borrower owned by the Pledgor SECTION 13) from time to time acquired by the Pledgors from the date hereof in any manner, and the certificates representing such Additional Equity Interests (any such additional equity interests shall constitute part of the Pledged Stock and the Collateral Agent is irrevocably authorized to amend EXHIBIT A from time to time to reflect such additional equity interests), and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interestwarrants, dividends, distributions, cash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of the Equity Interest or Additional Equity Interests; and (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.

Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee Collateral Agent for the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of the Pledgee Collateral Agent for the benefit of the Secured Creditors inParties in and a lien on, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorSecured Documents to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing; Notwithstanding anything to the contrary contained in this Section 3.1 or elsewhere in this Agreement, each Pledgor and the Collateral Agent (on behalf of the Secured Parties) acknowledges and agrees that: (x) the security interest granted pursuant to this Agreement (including pursuant to this Section 3.1) to the Collateral Agent for the benefit of the Secured Parties in the Collateral shall be subordinated and subject to the security interest granted to the First Priority Agent for the benefit of the First Lien Lenders on the terms and conditions set forth in the Intercreditor Agreement and all other rights and benefits afforded hereunder to the Secured Parties are expressly subject to the terms and conditions of the Intercreditor Agreement; and (y) the First Lien Lenders’ security interests in the Collateral constitute security interests separate and apart (and of a different class and claim) from the Secured Parties’ security interests in the Collateral.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) the Earnings Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Earnings Accounts; (b) all Stock in the Borrower of any Subsidiary Guarantor owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockStock of any such Subsidiary Guarantor; (bc) all Limited Liability Company Interests in the Borrower any Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower any Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (de) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the Pledgorproviso at the end of this Section 3.1 in the case of Voting Equity Interests of Exempted Foreign Entities pledged hereunder), the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the U.S. Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing.; provided that (A) to the extent Voting Equity Interests of any Exempted Foreign Entity is pledged hereunder which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity (with all Voting Equity Interests of the respective Exempted Foreign Entity in excess of said 65% limit being herein called "Excess Exempted Foreign Entity Equity Interests"), such Excess Exempted Foreign Entity Equity Interests shall secure Obligations of the respective Pledgor only as a guarantor of the Obligations of the Canadian Borrower, and shall not secure any direct

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts; (b) all Stock in the Borrower of any Subsidiary Guarantor owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockStock of any such Subsidiary Guarantor; (bc) all Limited Liability Company Interests in the Borrower any Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company com­pany agreement or otherwise, whether as contractual obligations, damages, insurance insur­ance proceeds or otherwise; (C) all of the such Pledgor’s claims, rights, powers, privileges, authority, options, security secur­ity interests, liens and remedies, if any, under any limited liability company agreement agree­ment or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered ren­dered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement agree­ment or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (includinginclud­ing, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition addi­tion to any of the foregoing, all certificates and instruments representing or evidencing evi­denc­ing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower any Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating oper­at­ing agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (de) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) the Operating Account that will be established on the Collateral Delivery Date, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Operating Accounts; (b) all Stock in the Borrower of any Subsidiary Guarantor owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockStock of any such Subsidiary Guarantor; (bc) all Limited Liability Company Interests in the Borrower any Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement agree­ment or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower any Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (de) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured CreditorsBeneficiaries, and does hereby create a continuing first priority security interest (subject to those Encumbrances permitted to exist with respect to the Collateral pursuant to the terms of all of the Senior Finance Documents then in effect) in favor of the Pledgee for the benefit of the Secured Creditors Beneficiaries in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired acquired, (collectively, the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by any Senior Finance Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the Borrower same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing; provided, however, that notwithstanding the foregoing, in no event shall the Pledgors be required to pledge any Excluded Charged Assets to the Security Trustee under this Agreement to secure the Designated Secured Obligations. For the avoidance of doubt, (i) all Collateral that does not constitute Excluded Charged Assets remains pledged pursuant to this Agreement to secure all Secured Obligations, including without limitation the Designated Secured Obligations; and (ii) such Excluded Charged Assets remain pledged under this Section 3.1 to secure any Secured Obligations that are not Designated Secured Obligations. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of any such Subsidiary due to the fact that such Subsidiary’s Ownership Interests or other securities secure any Designated Secured Obligations, then such Ownership Interests or other securities (as applicable) of such Subsidiary shall automatically be deemed to be Excluded Charged Assets for such Designated Secured Obligations but (i) only to the extent necessary to not be subject to any such financial statement requirement, (ii) only for so long as such financial statement requirement would otherwise have been applicable to such Subsidiary and (iii) only if no member of the Group files or is otherwise required to file separate financial statements of such Subsidiary with the SEC or such other governmental agency under a separate rule or regulation. If the circumstances described in this paragraph apply, this Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to release the pledge (but only to the extent securing such Designated Secured Obligations and without prejudice to the pledge securing the Secured Obligations referred to in clause (ii) of the preceding paragraph) in favor of the Security Trustee on the relevant Ownership Interests and/or other securities that are so deemed to constitute Excluded Charged Assets. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Ownership Interests and/or other securities to secure any Designated Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of such Subsidiary, then the Ownership Interests or other securities (as applicable) of such Subsidiary will automatically be deemed not to be Excluded Charged Assets for such Designated Secured Obligations, but limited to the extent necessary to not be subject to any such financial statement requirement. If the circumstances described in this paragraph apply, this Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to pledge in favor of the Security Trustee such additional Ownership Interests or other securities that were deemed to constitute Excluded Charged Assets.

Pledge. To secure The Pledgor hereby pledges to the Obligations now or hereafter owed or Indenture Trustee, and grants to be performed by the PledgorIndenture Trustee a security interest in, the Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired following (collectively, the “"Pledged Collateral”"): (a) all Stock in The shares of the Borrower capital stock of each Direct Subsidiary, now or at any time or times hereafter owned by the Pledgor, directly or indirectlyand the certificates representing the shares of such capital stock (such now-owned shares being identified on Exhibit A next to each Direct Subsidiary), from time to time and all options and warrants owned by for the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in of shares of the Borrower owned by the Pledgor from time to time and all stock of its right, title and interest in each limited liability company to which each such interest relates, whether any Direct Subsidiary now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and held in the name of the Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock it being understood that the Pledged Stock and stock powers for each Direct Subsidiary have been delivered to III Finance, Ltd. (the "Lender") to secure Senior Indebtedness of the Pledgor to the Lender. (b) All additional shares of stock of any Direct Subsidiary from time to time acquired by the Pledgor in any manner, and the certificates representing such Limited Liability Company Interests and additional shares (any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any additional shares shall constitute part of the foregoing or for any Limited Liability Company AssetPledged Stock and the Indenture Trustee is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cashoptions, securities, interestwarrants, dividends, cash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other The property and all cash, securities, interest, dividends, rights and other interests in property at any time and from time to time received, receivable or otherwise distributed described in respect of or in exchange for any or all thereofSection 3 below; and (d) all Proceeds of any and all All proceeds of the foregoing. Notwithstanding the foregoing, it is expressly understood and agreed that the security interest in the Pledged Stock shall be subordinate to the security interest of the Lender in the Pledged Collateral given by the Pledgor to secure Senior Indebtedness.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (ai) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (ii) all Stock in the Borrower Securities owned or held by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (biii) (x) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interests relates and (y) all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, as the case may be, whether now existing or hereafter acquired, including, without limitation, limitation to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and/or Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets (as defined below), Partnership Assets (as defined below), and other distributions and payments to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests and/or Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Limited Liability Company Interests and/or Partnership Interests, whether under any limited liability company agreement, partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement, operating agreement or operating partnership agreement, or at law or otherwise in respect of such Limited Liability Company Interests and/or Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company and/or partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement, operating agreement or operating partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests and/or Partnership Interests, including any power to terminate, cancel or modify any such limited liability company agreement, operating agreement or operating partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests Interest or Partnership Interest and any such limited liability companycompany and/or partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset and/or Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (civ) all Partnership Interests in the Borrower Financial Assets and Investment Property owned by the such Pledgor from time to time; (v) all Security Entitlements owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (dvi) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 8.12 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) except as otherwise required by Section 8.18 of the Credit Agreement, no Pledgor shall be required to pledge hereunder any Margin Stock owned by such Pledgor.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create create, in each case a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, in all of its the right, title and interest of such Pledgor in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Borrower Credit Agreement or any other Secured Debt Agreement to be deposited in any such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities held or owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower held or owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower held or owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property of such Pledgor from time to time; (f) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in this Section 3.1 or in Section 3.3 hereof, (x) except as otherwise provided in Section 7.10 of the Credit Agreement and except to the extent that such pledge is to secure the obligations of a Foreign Credit Party (including any guaranty thereof by a US Credit Party), no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder, and clause (b) above shall not apply to, more than 65% of the Voting Stock of any Foreign Corporation, (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (z) in no event shall the term "Collateral" include, and no Pledgor shall be required to pledge, (I) the Stock of CanCo (until such time as such Stock is no longer subject to the terms of the Campbell Can Pledge Agreement or otherwise prohibited to be pledged xxxxxxxxr by any of the Campbell Can Acquisition Documents) or (II) any Excluded Equity Xxxxxxxts (except as otherwise provided in the definition thereof).

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in of each of the Borrower Borrowers or any Subsidiary Guarantor owned or held by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in of each of the Borrower Borrowers or any Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company com-pany agreement or otherwise, whether as contractual obligations, damages, insurance insur-ance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security secur-ity interests, liens and remedies, if any, under any limited liability company agreement agree-ment or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered ren-dered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in each of the Borrower Borrowers or any Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating oper-at-ing agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgorsuch Xxxxxxx, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors inin and a lien on, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (Ai) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (Bii) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (Ciii) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (Div) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (Ev) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (Fvi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (Ai) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (Bii) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (Ciii) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (Div) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (Ev) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (Fvi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 9.17 of the Credit Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).

Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor (but subject to the Pledgorproviso at the end of this Section 3.1), the each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors Parties in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Loan Document to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities, together with all rights, privileges, authority and powers of such Pledgor relating to such Securities in each such issuer or under any organizational document of each such issuer, and the certificates, instruments and agreements representing such Securities and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Securities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets of such limited liability company and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens Liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAsset of such limited liability company, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the foregoing; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets of any such partnership and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens Liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the foregoing; (e) all Securities Accounts, Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing; provided that (i)(x) except to the extent that such pledge is to secure a Pledgor’s guaranty of a Canadian Loan Party’s Obligations, no Voting Equity Interests of any Foreign Subsidiary which represents more than 66% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Subsidiary shall be pledged hereunder, provided, however, that immediately upon the amendment of the Code to allow the pledge of a greater percentage of Stock in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, the Equity Interests shall include, and the security interest granted by each Pledgor shall attach to, such greater percentage of Voting Equity Interests of each directly owned Foreign Subsidiary that is a Subsidiary of such Pledgor to secure all other Obligations and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in the preceding clause (x) and (ii) notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 3.1 hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (x) any Equity Interests owned by any Pledgor in any Person for so long as the grant of such security interest shall constitute or result in (A) other than in the case of a Wholly-Owned Subsidiary of the Company, a breach or termination pursuant to the terms of, or a default under, any Indebtedness assumed by the Company or any of its Subsidiaries pursuant to Section 7.02(j) of the Credit Agreement or any organizational document of such Person (although the Company will use its commercially reasonable efforts to endeavor that the organizational documents of a Subsidiary do not contain a restriction on the pledge thereof), (B) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) if such Person is organized under the laws of any foreign jurisdiction (other than Canada or any province or territory thereof), require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above and (y) any Margin Stock unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1; provided further, that each applicable Pledgor shall provide to the Secured Parties notice of the existence of any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) and 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Pledgors have provided the Pledgee with an executed Form FR U-1.

Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee Collateral Agent for the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of the Pledgee Collateral Agent for the benefit of the Secured Creditors inParties in and a continuing lien on, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired acquired, wherever located (collectively, the “Collateral”): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorFacility Documents to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) to the extent not otherwise included, all rights of any nature whatsoever in respect of the Securities owned or held by such Pledgor from time to time, including, without limitation, all voting rights and economic rights in the Pledgor of the Securities; (d) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (ce) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (f) all Financial Assets and Investment Property owned by such Pledgor from time to time; (g) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dh) all Proceeds of any and all of the foregoing; provided that (x) no Pledgor shall be required at any time to pledge hereunder more than 65.0% of all of the outstanding voting Capital Stock of any direct Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x). Notwithstanding any of the other provisions set forth in this Section 3.1 to the contrary, the term Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in any Excluded Assets; provided that immediately upon the ineffectiveness, lapse or termination of any restriction or condition covering, or resulting in, any asset or other property of a Pledgor constituting Excluded Assets, the Collateral shall (in the absence of any other applicable limitation) include, and such Pledgor shall be deemed to have granted a security interest in, such Pxxxxxx’s right, title and interest in and to such asset or other property and such asset or other property shall no longer constitute Excluded Assets.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does hereby grant and pledge to the Pledgee As collateral security for the benefit full and timely payment of the Secured Creditors, and does hereby create a continuing first priority security interest in favor ------ principal of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to on the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time Note Obligation and all options and warrants owned other amounts payable by the Pledgor from time to time to purchase Stock; thereunder or under this Stock Pledge Agreement (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of reasonable fees and in expenses, including reasonable legal fees and expenses, incurred by the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any exercise of its rights under the Note Obligation or hereunder), the Pledgor hereby delivers, deposits, pledges, transfers and assigns to the Company, in form transferable for delivery, and creates in the Company a security interest in: (a) 23,024 shares of Class B Common Stock of the foregoing; and Parent (Fcollectively, the "Owned Shares") all other property hereafter delivered in substitution for or in addition to any of the foregoing, and all certificates evidencing the Owned Shares and other instruments representing or documents evidencing such other property the same and all dividends, cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingOwned Shares; and (Fb) all other property hereafter delivered in substitution for or in addition to any of The Publicly Traded Securities described on Exhibit A hereto (the foregoing, "Additional Securities") and all certificates evidencing the Additional --------------------- Securities and other instruments representing or documents evidencing such other property the same and all dividends, cash, securities, interest, dividends, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingAdditional Securities. The Owned Shares and Additional Securities (together with any securities or property delivered to the Pledgor pursuant to Section 2(b) hereof) are hereinafter collectively referred to as the "Pledged Securities". The Pledgor hereby delivers to the Company appropriate undated security transfer powers duly executed in blank for the Pledged Securities set forth above and will deliver appropriate undated security transfer powers duly executed in blank for the Pledged Securities to be pledged hereunder from time to time hereafter. The Pledgor agrees that all certificates evidencing the Pledged Securities shall be marked with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCK PLEDGE AGREEMENT DATED AS OF APRIL 15,1996 BY AND BETWEEN STREAM INTERNATIONAL INC., A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF STREAM INTERNATIONAL HOLDINGS INC., A DELAWARE CORPORATION, AND THE BORROWER NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION. The Pledgor agrees to deliver to the Company all Pledged Securities currently held by him in order that such legend may be placed thereon. The Pledgor further agrees, with respect to the Additional Securities, to deliver written notice to each issuer of an Additional Security of the pledge of such security to the Company.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or indirectlyevidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dg) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained herein, no Pledgor shall be required at any time to pledge hereunder (x) to the extent such assets are the property of the Pledgor, any limited liability company interests of Starpower Communications, LLC for so long as the organizational documents of such entity prohibits the granting of a security interest in such limited liability company interests; provided that a security interest shall attach immediately upon (and the exclusion to this clause (x) shall no longer apply at any time after) the consummation of the Starpower Acquisition, (y) to the extent such assets are the property of the Pledgor, any equity interests of Megacable, S.A. de C.V., MCM Holdings, S.A. de C.V. and Megacable Telecommunicaciones, S.A. de C.V. for so long as the organizational documents of such entities prohibits the granting of a security interest in such equity interests; provided that such security interest shall attach immediately when such prohibition is no longer in effect or (z) more than 65% of the Voting Equity Interest of any Foreign Corporation; provided that each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Equity Interest at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the each Pledgor, the each Pledgor does hereby grant create, grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, Creditors and does hereby create (and, to the extent the following constitutes "Collateral" under, and as defined in, the Original Pledge Agreement, does hereby reconfirm (without interruption) its creation, grant, pledge and assignment to the Pledgee under the Original Pledge Agreement of) a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”") (it being understood and agreed that (x) the security interest granted herein (i) for the benefit of the First Lien Creditors shall be senior in priority in all respects to the security interest granted herein for the benefit of the Second Lien Creditors and (ii) for the benefit of the Second Lien Creditors shall be subject and subordinated in all respects to the security interest granted herein for the benefit of the First Lien Creditors and (y) the Secured Lien Creditors' claims against the Pledgors in respect of the Collateral constitute second priority claims separate and apart (and of a different class) from the First Lien Creditors' senior claims against the Pledgors in respect of the Collateral): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Borrower Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing. (I) the Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Section 3.1 for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and (II) with respect to the Second Lien Creditors, the term "Collateral" shall not include the Second Lien Excluded Collateral.

Pledge. (a) To secure all Obligations of such Pledgor and for the Obligations now or hereafter owed or to be performed by the Pledgorpurposes set forth in Section 1 hereof, the each Pledgor does hereby grant and pledge hereby: (i) grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create Creditors a continuing first priority security interest in favor all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee for the benefit of the Secured Creditors inthe certificated Pledged Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Pledged Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee for the benefit of the Secured Creditors all of its such Pledgor's right, title and interest in and to the followingsuch Pledged Securities (and in and to all certificates or instruments evidencing such Pledged Securities), whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned be held by the Pledgee upon the terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee for the benefit of the Secured Creditors all of such Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all 's Pledged Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in the Borrower owned by the Pledgor from time to time blank) and all of its such Pledgor's right, title and interest in each limited liability company to which each such interest relatesinterests relate, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which the such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company InterestsInterests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights); (D) all present and future claims, if any, of the such Pledgor against any such limited liability company Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such any Pledged Limited Liability Company InterestsInterest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Pledged Limited Liability Company Interests Interest and any such limited liability companyPledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of the foregoing; and (cG) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee for the benefit of the Secured Creditors such Pledgor's Pledged Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in the Borrower owned by the Pledgor from time to time blank) and all of its such Pledgor's right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, Pledged Partnership including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which the such Pledgor shall at any time be entitled in respect of any such Pledged Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of any such Pledged Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or operating agreement, or at law or otherwise in respect of any such Pledged Partnership InterestsInterests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights); (D) all present and future claims, if any, of the such Pledgor against any such partnership Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to any Pledged Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such Partnership Interestsrights), including any power power, if any, to terminate, cancel or modify any general or limited partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Pledged Partnership Interests Interest and any such partnershipPledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (dG) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing. (b) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.

Pledge. (a) To secure all Obligations of such Pledgor and for ------ the Obligations now or hereafter owed or purposes set forth in Section 1 hereof, each Pledgor hereby: (i) grants to be performed by the PledgorPledgee, the Pledgor does hereby and reconfirms its grant and pledge to the Pledgee for under the benefit of the Secured CreditorsOriginal Pledge Agreement of, and does hereby create a continuing first priority security interest in favor all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee for the benefit certificated Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Secured Creditors inPledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of its such Pledgor's right, title and interest in and to the followingsuch Securities (and in and to all certificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned be held by the Pledgee, upon the terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee all of such Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all 's Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in the Borrower owned by the Pledgor from time to time blank) and all of its such Pledgor's right, title and interest in each limited liability company to which each such interest relatesinterests relate, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsInterests (except any rights as managing member of a limited liability company which is not a Wholly- Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights); (D) all present and future claims, if any, of the such Pledgor against any such limited liability company Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such any Limited Liability Company InterestsInterest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests Interest and any such limited liability companyPledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of the foregoing; and (cG) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in the Borrower owned by the Pledgor from time to time blank) and all of its such Pledgor's right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, Pledged Partnership including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which the such Pledgor shall at any time be entitled in respect of any such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of any such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or operating agreement, or at law or otherwise in respect of any such Partnership InterestsInterests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights); (D) all present and future claims, if any, of the such Pledgor against any such partnership Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to any Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such Partnership Interestsrights), including any power power, if any, to terminate, cancel or modify any general or limited partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests Interest and any such partnershipPledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (dG) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing. (b) As used herein, the term "Limited Liability Company Assets" shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly or indirectlyand all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all options dividends, interest, distributions, cash and warrants owned by the Pledgor other property from time to time to purchase Stockreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities of such Pledgor from time to time; (c) all Limited Liability Company Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the extent such Pledgor shall at any time be entitled to any of the foregoing in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the extent such Pledgor shall at any time be entitled to any of the foregoing in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing. It being agreed and understood that nothing in this Agreement shall constitute (or shall be deemed to constitute) a grant, pledge or assignment of the Unrestricted Subsidiaries interest in Northeast Competitive Access Providers, LLC.

Pledge. To secure the Obligations now or hereafter owed or to be ------ performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors Parties in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) all Stock in each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Borrower Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly or indirectlyand all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all options dividends, interest, distributions, cash and warrants owned by the Pledgor other property from time to time to purchase Stockreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities of such Pledgor from time to time; (c) all Limited Liability Company Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing; provided that (x) except to the extent provided by subsection 6.11 of -------- the Credit Agreement, no Pledgor shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) (i) the Concentration Accounts, together with all of such Xxxxxxx’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts and (ii) the Minimum Liquidity Account, together with all of such Xxxxxxx’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Minimum Liquidity Account; (b) all Stock in of (i) the Borrower and (ii) each Xxxxxxxx Islands Subsidiary or each Liberian Subsidiary (each an “Issuer”) owned by the Pledgor, directly or indirectly, from time to time such Pledgor and all options and warrants owned by the such Pledgor from time to time to purchase StockStock of any such Subsidiary Guarantor; (bc) all Limited Liability Company Interests in the Borrower each Issuer owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgorsuch Xxxxxxx’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower each Issuer owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (de) all Proceeds of any and all of the foregoing.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly or indirectlyand all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all options dividends, interest, distributions, cash and warrants owned by the Pledgor other property from time to time to purchase Stockreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities of such Pledgor from time to time, including, without limitation, all Distributor Notes; (c) all Limited Liability Company Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; (g) all of such Pledgor's right, title and interest in, to and under the Distributor Notes and the Distributor's Agreements, together with all accessions thereto, all rights to payments thereunder, and all substitutions and replacements therefor; and (dh) all Proceeds and products of any and all of the foregoing.. Notwithstanding anything to the contrary contained in this Section 3.1, (i) no Pledgor (to the extent that it is a Borrower or a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation although each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation and (ii) no Pledgor shall be required to pledge hereunder any Stock held by such Pledgor of Quality Bakers of America, Inc. so long as (x) such Pledgor is prohibited from pledging such Stock pursuant to the terms of the organizational documents of Quality Bakers of America, Inc. or any shareholders' agreement applicable to such Stock and (y) the Borrower and its Subsidiaries taken as a whole do not constitute the controlling shareholders of Quality Bakers of America, Inc.

Pledge. To secure the Obligations now or hereafter owed or to be ------ performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge as sign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly or indirectlyand all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all options dividends, interest, distributions, cash and warrants owned by the Pledgor other property from time to time to purchase Stockreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned by such Pledgor from time to time; (c) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement, operating agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (and with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;, (cd) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof, (e) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property owned by such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing; provided -------- however, that (x) in the case of any limited liability company ------- agreement, operating agreement or partnership agreement with respect to any Person that is not a Subsidiary of any Pledgor that would otherwise be included in the Collateral, no security interest in the right, title and interest of any Pledgor thereunder or therein (except to receive payments for money due under such agreements) will be granted pursuant to this Section 3 (and such limited liability company agreements, operating agreements and partnership agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of a security interest in the right, title and interest of such Pledgor thereunder or therein pursuant to the terms hereof would result in a breach, default or termination of such limited liability company agreements, operating agreements or partnership agreements. Notwithstanding anything to the contrary contained in this Section 3. 1, (x) except as otherwise provided in Section 8.16 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Each Pledgor does hereby grant and pledge pledges to the Pledgee Collateral Agent, for the ratable benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of grants to the Pledgee Collateral Agent for the ratable benefit of the Secured Creditors Parties, a security interest in, the following (collectively, the "PLEDGED COLLATERAL"): (a) all of its the right, title and interest of such Pledgor in and to the followingEquity Interests, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares owned by each Pledgor and held by Citadel being identified on EXHIBIT A attached hereto and made apart hereof), all options and warrants for the purchase of additional equity interests in the Company now or hereafter held in the name of such Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of each Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "PLEDGED STOCK"), and all dividends, distributions, cash, instruments and other property from time to time acquired (collectivelyreceived, receivable or otherwise distributed in respect of, or in exchange for, any or all of the “Collateral”): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Pledged Stock; (b) all Limited Liability Company Additional Equity Interests (as defined in the Borrower owned by the Pledgor SECTION 13) from time to time acquired by the Pledgors from the date hereof in any manner, and the certificates representing such Additional Equity Interests (any such additional equity interests shall constitute part of the Pledged Stock and the Collateral Agent is irrevocably authorized to amend EXHIBIT A from time to time to reflect such additional equity interests), and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interestwarrants, dividends, distributions, cash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; of the Equity Interest or Additional Equity Interests; and (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.

Pledge. To secure As security for the Obligations now or hereafter owed or to be performed by payment in full of the PledgorFirst Priority Obligations, the each Pledgor does hereby grant pledges and pledge grants to the Pledgee Collateral Agent, its successors and permitted assigns, for the benefit of the First Priority Secured CreditorsParties, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its such Pledgor’s right, title and interest in, to and under (a) any shares of capital stock, partnership interests, membership interests in and to the followinga limited liability company, whether now existing beneficial interests in a trust or hereafter from time to time acquired other equity ownership interests in a Person (collectively, the “CollateralEquity Interests”): ) owned by such Pledgor (aother than Excluded Equity Interests) all Stock (which, if certificated, are listed on Schedule I hereto) and any Equity Interests obtained in the Borrower owned future by such Pledgor (other than Excluded Equity Interests) and the Pledgorcertificates (if any) representing all such Equity Interests (collectively, directly or indirectlythe “Pledged Equity Interests”); provided that (i) Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be limited, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitationaggregate, to the fullest extent permitted under the terms and provisions pledge of 65% of the issued and outstanding common stock, partnership interest or membership interest, as applicable, of such foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock or unit certificate, as applicable, representing in excess of such percentage ownership and (ii) any interests of any of the Pledgors in the joint ventures set forth on Schedule V attached to the Security Agreement and any subsequent joint ventures in which the Pledgors invest shall be excluded from the definition of Pledged Equity Interests to the extent that applicable law or the organizational documents with respect to any such joint venture (including other applicable agreements among the investors in such joint venture) (x) do not permit the pledge or assignment of such interest or (y) require the consent of any third party to permit such pledge or assignment (to the extent such consent has not been granted), it being understood that as to any such joint venture where the applicable organizational documents (including other agreements among the investors in such joint venture) permit such pledge without the consent of any third party and agreements governing such Limited Liability Company Interests and in accordance with applicable law: (A) all the capital thereof and its , such interest in all profits, losses, Limited Liability Company Assets such joint venture shall be included in the definition of Pledged Equity Interests (subject to clause (i) above) and other distributions to which the applicable Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to cause the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remediesrelated certificates, if any, under any limited liability company agreement for such joint venture to be delivered to the Collateral Agent within ninety (90) days from the Closing Date (or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;longer period as the Collateral Agent may agree); (b) (Di) all present the Indebtedness evidenced by promissory notes and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and individually in excess of $5,000,000 owed to take any and all other action on behalf of and in it which are listed opposite the name of such Pledgor on Schedule I hereto, (ii) any Indebtedness evidenced by promissory notes and instruments and individually in excess of $5,000,000 arising in the Pledgor in respect of future and owing to such Limited Liability Company Interests Pledgor; and (iii) the promissory notes and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, evidencing such Indebtedness; (c) subject to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 7 hereof, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of or of, in exchange for any or upon the conversion of the securities or Indebtedness referred to in clauses (a) and (b) above; (d) subject to Section 7 hereof, all thereof; rights and privileges of such Pledgor with respect to the securities, Indebtedness and other property referred to in clauses (a), (b) and (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time above; and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (Ae) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor foregoing (the items referred to in respect of such Partnership Interests and any such partnershipclauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Without limiting the foregoing, the Collateral Agent is hereby authorized to make determinations, to exercise any election file one or more financing statements (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approvalincluding a financing statement describing the Pledged Collateral, together with full power and authority the other Collateral granted pursuant to demandthe Security Agreement, receive, enforce, collect as “all personal property (other than Excluded Property)” or receipt for any “all assets (other than Excluded Property)” of the foregoing debtor or words of similar effect or with greater detail) or continuation statements for any Partnership Assetthe purpose of perfecting, to enforce confirming, continuing, enforcing or execute any checksprotecting the security interest granted by each Pledgor hereunder, or other instruments or orders, to file any claims and to take any action in connection with any of without the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds signature of any Pledgors, and all of naming any Pledgor or the foregoingPledgors as debtors and the Collateral Agent as secured party.

Pledge. To secure (a) The Pledgor hereby confirms that pursuant to the Obligations now or hereafter owed or to be performed by the Pledgor, Existing LLC Pledge Agreement the Pledgor does hereby grant transferred, pledged and pledge assigned to the Pledgee, and granted to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest of the Pledgor in and to the following, whether now existing or hereafter from time to time acquired by the Pledgor (collectively, the “"Collateral”):"); and the Pledgor does hereby repeat and confirm, on and as of the date hereof, such transfer, pledge, assignment and grant of a first priority security interest: (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (bi) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its the Pledgor's right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquiredthe Issuer, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its the Pledgor's interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement the Limited Liability Company Agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s 's claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement the Limited Liability Company Agreement or operating agreementotherwise, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s 's rights under any limited liability company agreement or operating agreement the Limited Liability Company Agreement or at law or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreementthe Limited Liability Company Agreement, if any, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability companythe Issuer, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or give receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (FE) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cii) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which that the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under have any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, powertitle or interest therein, remedyall shares of Capital Stock of NEG, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingInc.; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (diii) all Proceeds of any and all of the foregoing. The foregoing transfer, pledge, assignment and grant of a first priority security interest is made to secure the prompt and complete payment and performance when due of all Tranche A Secured Obligations. (b) The Pledgor does hereby transfer, pledge and assign to the Pledgee, and does hereby grant to the Pledgee a second priority security interest in, all of the right, title and interest of the Pledgor in all Collateral whether now existing or hereafter acquired by the Pledgor. The foregoing transfer, pledge, assignment and grant of a second priority security interest is made to secure the prompt and complete payment and performance when due of the Tranche B Secured Obligations. (c) The security interest granted in Section 3.1(a) shall be senior in priority to the security interest granted in Section 3.1(b).

Pledge. To secure (a) As collateral security for all of his indemnification obligations under Article VIII of the Obligations now or hereafter owed or to be performed by Merger Agreement (the Pledgor"Secured Obligations"), the Pledgor does hereby grant and pledge grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor and a lien upon, and hereby assigns, transfers, pledges and sets over to the Pledgee (i) the Pledged Shares and the certificates representing the Pledged Shares, (ii) all distributions or payments, whether in cash or in kind, upon or in connection with the Pledged Shares, whether such distributions or payments are by reason of any stock dividend, stock split, spinoff, merger or in partial or complete liquidation, or the result of reclassification, readjustment or any other changes in the capital structure of the Pledgee or otherwise, (iii) all subscriptions, warrants, options and any other rights issued upon or in connection with the Pledged Shares, and (iv) all proceeds of the foregoing (collectively, the "Collateral") . (b) All certificates or instruments representing or evidencing the Collateral shall be delivered to, and held by or on behalf of, the Pledgee pursuant to the terms of this Pledge Agreement and shall be accompanied by undated stock powers duly executed in blank or by other instruments of transfer or assignment, all in form and substance satisfactory to the Pledgee. (c) The Pledgee shall not have any duty with respect to any of the Collateral other than the duty to use reasonable care in the safe custody of the Collateral in its possession and shall not incur any liability whatsoever so long as it has acted in good faith, except for willful misconduct or gross negligence. Without limiting the generality of the foregoing, the Pledgee shall not be under any obligation to take any steps necessary to preserve the value of any of the Collateral or to preserve its or Pledgor's rights in the Collateral or against any other Persons, but may do so at its option, and all expenses incurred in connection therewith shall be for the benefit sole account of the Secured Creditors inPledgor. (d) If necessary, all in the opinion of its rightthe Pledgee, title and interest for the better protection of the Pledgee's rights in and to the followingCollateral and to facilitate the implementation of such rights, whether now existing the Pledgor shall, upon the request of the Pledgee made at any time following delivery of the Collateral to the Pledgee, cause all the Collateral to be transferred, registered or hereafter otherwise put into the name of Pledgee or such nominee or nominees as the Pledgee shall from time to time acquired (collectivelydirect. To that end, if the Pledgee transfers all or a portion of the Collateral into its name or the name of its nominee or nominees, the “Collateral”): (a) all Stock in Pledgee shall, upon the Borrower owned by request of the Pledgor, directly unless an Event of Default (as defined below) shall have occurred and be continuing, execute and deliver or indirectly, from time cause to time be executed and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, delivered to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profitsPledgor, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in proxies with respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingCollateral.

Pledge. To secure the Obligations now or hereafter owed or to be ------ performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured CreditorsParties, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors Parties in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Subsidiary Security Agreement), including any and all Stock assets of whatever type or kind deposited by such Pledgor in the Borrower such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the PledgorCredit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, directly or indirectlyand all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all options dividends, interest, distributions, cash and warrants owned by the Pledgor other property from time to time to purchase Stockreceived, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities of such Pledgor from time to time; (c) all Limited Liability Company Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the of such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoingforegoing (with all of the foregoing rights only to be exercisable upon the occurrence and during the continuation of an Event of Default); and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements of such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property of such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing; provided that (x) except to the extent provided by subsection 6.11 of the Credit -------- Agreement, no Pledgor (to the extent that it is a Domestic Subsidiary of a Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Pledge. To secure As security for the Obligations now payment or hereafter owed or to be performed by performance, as applicable, in full of the PledgorObligations, the Pledgor does each Grantor hereby grant and pledge grants to the Pledgee Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its such Grantor’s right, title and interest in, to and under (a) the Equity Interests of any Person owned by it on the date hereof or at any time thereafter acquired by it, and in all certificates at any time representing any such Equity Interests, and to any other shares, stock certificates, options or rights of any nature whatsoever in respect of the followingEquity Interests of any Person that may be issued or granted to, whether now existing or hereafter from time to time acquired held by, such Grantor while this Agreement is in effect, which Equity Interests are included on Schedule 3.03 (collectively, the “CollateralPledged Stock”): ); provided that the Pledged Stock granted as security for the payment or performance, in full of the Obligations of the Borrower and its Domestic Subsidiaries shall not include (ai) all Stock Equity Interests in Persons that are not Wholly-Owned Subsidiaries of the Borrower owned by or any of its Subsidiaries, but only to the Pledgorextent such Person is, directly or indirectlyits equity holders are, contractually prohibited from time pledging such Equity Interests, provided that, the Borrower or any of its Subsidiaries does not encourage the creation of any contractual prohibitions and (ii) all Equity Interests in Persons created after the date hereof, but only to time and all options and warrants owned by the Pledgor extent such Person is, or its equity holders are, legally (including pursuant to regulations of a Governmental Authority) prohibited from time to time to purchase Stock; pledging such Equity Interests; (b) all Limited Liability Company Interests in debt securities and promissory notes held by, or owed to, such Grantor (whether the Borrower owned by respective issuer or obligor is the Pledgor from time to time and all Borrower, any of its right, title and interest in each limited liability company to which each such interest relates, whether now existing Subsidiaries or hereafter acquired, including, without limitation, to any other Person) on the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall Initial Borrowing Date or at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Intereststhereafter, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests securities, promissory notes and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments evidencing the debt securities or orderspromissory notes described above (collectively, the “Pledged Debt”); (c) subject to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoingSection 3.05, all certificates and instruments representing payments of principal or evidencing such other property and all cash, securities, interest, dividends, rights cash, instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or upon the conversion of, and all thereof; other proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) subject to Section 3.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time above; and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (Ae) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor foregoing (the items referred to in respect of such Partnership Interests clauses (a) through (d) above and this clause (e) being collectively referred to as the “Pledged Collateral”); provided that “Pledged Collateral” shall not include any such partnershipICTC Excluded Collateral, to make determinationsany Equity Interest owned by an Immaterial Subsidiary, to exercise any election (including, but not limited to, election of remedies) Equity Interest owned by any Unrestricted Subsidiary or option or to give or receive any notice, consent, amendment, waiver or approvalExcluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with full power and authority to demandall right, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securitiestitle, interest, dividendspowers, rights privileges and other property at any time preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and from time to time receivedassigns, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all the ratable benefit of the foregoingSecured Creditors, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “"Collateral”"): (a) each of the Collateral Accounts, including any and all Stock in the Borrower owned assets of whatever type or kind deposited by the PledgorPledgor in each such Collateral Account, directly whether now owned or indirectlyhereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in each such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or held by the Pledgor from time to time and all options and warrants owned by the Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s 's rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements owned by the Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property owned by the Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing; provided that (x) except in the circumstances and to the extent provided by Section 8.13 of the Credit Agreement and determined as if such Section 8.13 was applicable to the Pledgor (in which case this clause (x) shall no longer be applicable), the Pledgor shall not be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and (y) the Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by the Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).

Pledge. (a) To secure all Obligations of such Pledgor and for the Obligations now or hereafter owed or to be performed by the Pledgorpurposes set forth in Section 1 hereof, the each Pledgor does hereby grant and pledge hereby: (i) grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create Creditors a continuing first priority security interest in favor all of the Collateral owned by such Pledgor; (ii) collaterally assigns to the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned by the such Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all ’s Pledged Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time and all of its such Pledgor’s right, title and interest in each limited liability company to which each such interest relatesPledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which the such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company InterestsInterests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights); (D) all present and future claims, if any, of the such Pledgor against any such limited liability company Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such any Pledged Limited Liability Company InterestsInterest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Pledged Limited Liability Company Interests Interest and any such limited liability companyPledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of the foregoing; and (cG) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (ii) transfers and assigns to the Pledgee for the benefit of the Secured Creditors such Pledgor’s Pledged Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its such Pledgor’s right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, Pledged Partnership including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which the such Pledgor shall at any time be entitled in respect of any such Pledged Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of any such Pledged Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or operating agreement, or at law or otherwise in respect of any such Pledged Partnership InterestsInterests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights); (D) all present and future claims, if any, of the such Pledgor against any such partnership Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to any Pledged Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such Partnership Interestsrights), including any power power, if any, to terminate, cancel or modify any general or limited partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Pledged Partnership Interests Interest and any such partnershipPledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership AssetAssets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all thereof; and (dG) to the extent not otherwise included, all Proceeds proceeds of any and or all of the foregoing. (b) As used herein, the term “Limited Liability Company Assets” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.

Pledge. To secure Each of the Obligations now or hereafter owed or to be performed by the Pledgor, the Pledgor does Grantors hereby grant and pledge pledges to the Pledgee Collateral Agent and grants to the Collateral Agent for the ratable benefit of the Second Priority Secured Creditors, and does hereby create Parties a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its such Grantor’s right, title and interest in and to each of the following, whether now owned, held or hereafter acquired by such Grantor, and whether now or hereafter existing or hereafter from time to time acquired arising (collectivelytogether, the “Collateral”): ): (a) all Stock in the Borrower owned by the Pledgor, directly or indirectly, from time to time each and all options every FAA Slot of such Grantor; and warrants owned by the Pledgor from time to time to purchase Stock; (b) to the extent permitted under Applicable Law, each and every Route of such Grantor; and (c) to the extent permitted by applicable law and contract, each and every Gate Interest of such Grantor; and (d) to the extent permitted by applicable law, each and every Foreign Slot of such Grantor; and (e) to the extent permitted by applicable law and contract, all Limited Liability Company Interests in the Borrower owned by the Pledgor from time to time Supporting Route Facilities of such Grantor; and (f) all Proceeds of any kind of any and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, the foregoing (including, without limitation, to in the fullest extent permitted under the terms and provisions cases of the documents Collateral listed in (c), (d) and agreements governing (e), above, the proceeds (of any kind) received or to be received by such Limited Liability Company Interests Grantor upon the transfer or other disposition of such Collateral notwithstanding whether the pledge and grant of the security interest in such Collateral is legally effective under applicable law: ). It being understood, that no Grantor shall be deemed to have granted, assigned, conveyed, mortgaged, pledged, hypothecated or transferred (Asuch actions, collectively, the “granting of a security interest”) all the capital thereof over Collateral insofar as such granting of a security interest would constitute a breach or violation of a valid and its interest effective restriction in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect favor of such Limited Liability Company Interests; (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election a third party (including, but not limited to, election any mandatory consent rights, and the parties hereby agree that the Collateral Agent shall not require any actions to be taken with respect to such consent rights except following the occurrence of remediesan Event of Default as specifically provided herein) that would result in the termination of such Grantor’s interest in such Collateral or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition rise to any valid and effective indemnification obligation or any valid and effective right to terminate or commence the exercise of remedies under such restriction. Notwithstanding the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at in no event shall “Collateral” include any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingExcluded Property.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) each of the Collateral Accounts, including any and all Stock assets of whatever type or kind deposited by such Pledgor in such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Borrower Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and or warrants owned by the such Pledgor from time to time to purchase StockSecurities; (bc) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (Ai) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (Bii) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (Ciii) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoing.

Pledge. (a) To secure all Obligations of such Pledgor and for the Obligations now or hereafter owed or to be performed by the Pledgorpurposes set forth in Section I hereof, the each Pledgor does hereby grant and pledge hereby: (i) grants to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor all of the Collateral owned by such Pledgor- (ii) pledges and deposits as security with the Pledgee for the benefit certificate Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Stock, or such other instruments of transfer as are reasonably acceptable to the Secured Creditors inPledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of its such Pledgor's right, title and interest in and to the followingsuch Securities (and in and to all certificates or instruments evidencing such Securities), whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) all Stock in the Borrower owned be held by the Pledgee, upon the terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee all of such Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor from time to time to purchase Stock; (b) all 's Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in the Borrower owned by the Pledgor from time to time blank) and all of its such Pledgor's right, title and interest in each limited liability company to which each such interest relatesinterests relate, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company InterestsInterests (except any rights as managing member of a limited liability company which is not a Wholly- Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights); (D) all present and future claims, if any, of the such Pledgor against any such limited liability company Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of the such Pledgor’s 's rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such any Limited Liability Company InterestsInterest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement prohibits a pledge of such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests Interest and any Pledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver of approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and (G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee such Pledgor's Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor's right, title and interest in each Pledged Partnership including, without limitation: (A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Partnership Interests; (B) all other payments due or to become due to such Pledgor in respect of any such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Partnership Interests (except any rights as general partner of a limited liability companypartnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights); (D) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement prohibits a pledge of such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, enforce collect or receipt for any of the foregoing or for any Limited Liability Company AssetPartnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;, and (cG) to the extent not otherwise included, all Partnership Interests in the Borrower owned by the Pledgor from time to time and proceeds of any or all of its rightthe foregoing. (a) As used herein, title and interest in each partnership to which each such interest relatesthe term "Limited Liability Company Assets" shall mean all assets, whether now existing tangible or hereafter acquiredintangible and whether real, personal or mixed (including, without limitation, to the fullest extent permitted under the terms all limited liability company capital and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest interests in all profitsother limited liability companies), losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under owned by any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingPledged Limited Liability Company.

Pledge. To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the Pledgorproviso at the end of this Section 3(a) in the case of the Voting Equity Interests of Foreign Subsidiaries and FSHCOs pledged hereunder), the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Credit Documents then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (ai) each of the Collateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Credit Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (ii) all Stock in the Borrower Securities owned or held by the Pledgor, directly or indirectly, such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockSecurities; (biii) all Limited Liability Company Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (civ) all Partnership Interests in the Borrower owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the its capital thereof therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys monies loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (v) all Financial Assets and Investment Property owned by such Pledgor from time to time; (vi) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and (dvii) all Proceeds of any and all of the foregoing; provided that notwithstanding anything to the contrary in this clause (a), the term “Collateral” and the pledge hereunder shall not include any Excluded Collateral.

Pledge. To secure the Obligations now or hereafter owed or to be performed by the such Pledgor, the each Pledgor does hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its the right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”): (a) the Concentration Accounts, together with all of such Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings evidencing the Concentration Accounts; (b) all Stock in the Borrower owned by the Pledgorof any Subsidiary Guarantor which owns (x) a Mortgaged Vessel, (y) is party to a Construction Contract or (z) owns any interests, directly or indirectly, in a Subsidiary Guarantor which owns a Mortgaged Vessel or is party to a Construction Contract (each such Subsidiary Guarantor a “Vessel Subsidiary Guarantor”) and is owned by such Pledgor from time to time and all options and warrants owned by the such Pledgor from time to time to purchase StockStock of any such Subsidiary Guarantor; (bc) all Limited Liability Company Interests in the Borrower any Vessel Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to the such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of the such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower any Vessel Subsidiary Guarantor owned by the such Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (de) all Proceeds of any and all of the foregoing.

Pledge. To secure 2.1 The Pledgor hereby agrees with the Obligations now or hereafter owed or Pledgee and hereby undertakes that the Pledgor shall grant to the Pledgee the right of pledge purported to be performed granted under and pursuant to this Agreement. 2.2 As security for the payment and discharge in full, as and when due (whether at stated maturity, by acceleration or otherwise), of the PledgorSecured Obligations, the Pledgor does hereby grant and pledge grants, for the duration of the Security Period, to the Pledgee for a first ranking non-possessory right of pledge (stil pandrecht eerste in rang), over the benefit of the Secured Creditors, Spacecraft and does hereby create a continuing first priority security interest in favor of the Pledgee for hereby accepts such right of pledge. 2.3 The Pledgor irrevocably and unconditionally undertakes to take such action (including the benefit execution of the Secured Creditors in, all of its right, title documents to be made up in form and interest in and substance satisfactory to the following, whether now existing or hereafter from time to time acquired (collectively, Pledgee) as and when the “Collateral”): (a) all Stock Pledgee deems necessary in the Borrower owned by the Pledgor, directly or indirectly, from time to time and all options and warrants owned by the Pledgor its reasonable opinion from time to time to purchase Stock; create, perfect and maintain a valid and enforceable first priority right of pledge or other equivalent right under any applicable law (b) all Limited Liability Company Interests if and to the extent, in the Borrower owned by reasonable opinion of the Pledgor from time to time and all of its rightPledgee, title and interest in each limited liability company to which each such interest relatesit would appear that, whether now existing or hereafter acquired, including, without limitation, contrary to the fullest extent permitted under the terms and provisions expectations of the documents parties, another law would be more appropriate (from a private international law perspective) to govern a security right such as contemplated hereby) in favour of the Pledgee with respect to the Spacecraft, including the registration and agreements governing such Limited Liability Company Interests filing of this Agreement with the Belastingdienst Amsterdam Afdeling Registratie Unit promptly upon execution thereof, and applicable law: (A) all in any event no later than 10 business days after the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the Pledgor shall at any time be entitled in respect date of such Limited Liability Company Interests;execution, and the payment of any stamp, registration, notary or other taxes and fees in connection therewith. As soon as reasonably practicable after such registration or filing, the Pledgee will be provided with a copy of this Agreement together with proof of registration or filing, as the case may be. 2.4 This Right of Pledge is one and indivisible (B) all other payments due or to become due to the Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all één en ondeelbaar). Partial fulfilment of the Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect Secured Obligations shall not extinguish the Right of such Limited Liability Company Interests; (D) all present and future claims, if any, of the Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of the Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (c) all Partnership Interests in the Borrower owned by the Pledgor from time to time and all of its right, title and interest in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which the Pledgor shall at any time be entitled in respect of such Partnership Interests; (B) all other payments due or to become due to the Pledgor in respect of such Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of the Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (E) all of the Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of the Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of the Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (d) all Proceeds of any and all of the foregoingPledge proportionally.

Pledge. To secure the punctual payment and performance of all and each and every part of the Obligations now or at any time hereafter owed or to be paid or performed by each or any of the PledgorCredit Parties, the each Pledgor does hereby grant grant, pledge and pledge assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority security interest and Lien (subject to Liens from time to time permitted to exist with respect to any Collateral pursuant to Secured Debt Agreements from time to time in effect) in favor of the Pledgee for the benefit of the Secured Creditors inin and upon, all of its the right, title and interest of such Pledgor in and to each of the following, whether now existing or hereafter from time to time created, arising or acquired (collectively, the “Collateral”"COLLATERAL"): (a) all Stock in each of the Borrower owned by the Collateral Accounts of such Pledgor, directly including any and all of the Property of whatsoever type or indirectly, kind from time to time deposited by such Pledgor in each such Collateral Account, whether such Property is now owned or existing or is hereafter created or acquired, including, without limitation, all Financial Assets, Investment Property, moneys, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or by any of the other Secured Debt Agreements to be deposited in such Collateral Account, and all options Investments and warrants owned by the Pledgor all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other Property from time to purchase Stocktime received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (b) all Securities owned or acquired by such Pledgor from time to time; (c) all Limited Liability Company Interests in the Borrower owned or acquired by the such Pledgor from time to time (excluding those in any limited liability company that is not a Subsidiary of the Parent Company or of the Borrower to the extent (and only to the extent) that such Limited Liability Company Interests may not be pledged hereunder without violating the terms of the operating agreement or other Governing Documents of such limited liability company), and all of its right, title and interest in each limited liability company to which each of such interest interests relates, whether now existing or hereafter created, arising or acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (Ai) all the of its capital thereof therein and all of its interest in all profits, losses, Limited Liability Company Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (Bii) all other payments due or to become due to the such Pledgor in respect of such Limited Liability Company Interests, whether under any limited liability company agreement agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (Ciii) all of the Pledgor’s its claims, rights, powers, privileges, authority, options, security interests, liens Liens and remedies, if any, under any limited liability company agreement, operating agreement or operating agreementother Governing Documents, or at law law, or otherwise in respect of any such Limited Liability Company Interests; (Div) all present and future claims, if any, of the such Pledgor against any such limited liability company for moneys loaned or advanced, for services rendered or otherwise; (Ev) all of the such Pledgor’s 's rights under any limited liability company agreement or agreement, operating agreement or other Governing Documents, or at law law, to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any limited liability company agreement, operating agreement or operating agreementother Governing Documents, to execute any instruments Instruments and to take any and all other action on behalf of and in the name of the such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company AssetAssets, to enforce or execute any checks, checks or other instruments Instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (Fvi) all other property Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments Instruments representing or evidencing such other property Property, and all cash, securitiesSecurities, interest, dividends, rights and other property Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (cd) all Partnership Interests in the Borrower owned or acquired by the such Pledgor from time to time (excluding those in any partnership that is not a Subsidiary of the Parent Company or of Borrower to the extent (and only to the extent) that such Partnership Interests may not be pledged hereunder without violating the terms of the partnership agreement or other Governing Documents of such partnership), and all of its right, title and interest in each partnership to which each of such interest interests relates, whether now existing or hereafter created, arising or acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (Ai) all the of its capital thereof therein and all of its interest in all profits, losses, Partnership Assets and other distributions to which the such Pledgor shall at any time be entitled in respect of such Partnership Interests; (Bii) all other payments due or to become due to the such Pledgor in respect of such Partnership Interests, whether under any partnership agreement agreement, other Governing Documents or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (Ciii) all of its claims, rights, powers, privileges, authority, options, security interests, liens Liens and remedies, if any, under any partnership agreement, operating agreement or operating agreementother Governing Documents, or at law law, or otherwise in respect of any such Partnership Interests; (Div) all present and future claims, if any, of the such Pledgor against any such partnership for moneys loaned or advanced, for services rendered or otherwise; (Ev) all of the such Pledgor’s 's rights under any partnership agreement or agreement, operating agreement or other Governing Documents, or at law law, to exercise and enforce every right, power, remedy, authority, option and privilege of the such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement, operating agreement or operating agreementother Governing Documents, to execute any instruments Instruments and to take any and all other action on behalf of and in the name of any of the such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership AssetAssets, to enforce or execute any checks, or other instruments Instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (Fvi) all other property Property from time to time hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments Instruments representing or evidencing such other property Property, and all cash, securitiesSecurities, interest, dividends, rights and other property Property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (e) all Security Entitlements owned or acquired by such Pledgor from time to time in any and all of the foregoing; (f) all Financial Assets and Investment Property owned or acquired by such Pledgor from time to time; and (dg) all Proceeds of any and all of the foregoing; PROVIDED, HOWEVER, that (A) no Pledgor shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation, and (B) each Pledgor shall in any event be required to pledge hereunder 100% of the Non-Voting Stock of any Foreign Corporation at any time or from time to time owned or acquired by such Pledgor.