Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai)(A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a Material first tier Foreign Subsidiary, or (CD) any issued and outstanding Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person Qualified CFC Holding Company that is not an indirecta “first tier” Qualified CFC Holding Company, wholly owned (ii) to the extent applicable law-requires that a Subsidiary of Holdings IIIsuch Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (Hiii) (i) if there are outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing a grant of security is not required by reason of Section 3.06 hereof, or (iv) any Equity Interests of a Subsidiary to the Issuer its determination that extent that, as of the costs of providing Issue Date, and for so long as, such a pledge of its such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by would violate applicable law or by agreements containing anti-assignment clauses not overridden by applicable lawan enforceable contractual obligation binding on or relating to such Equity Interests; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.062.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.062.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai)(A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a Material first tier Foreign Subsidiary, or (CD) any issued and outstanding Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person Qualified CFC Holding Company that is not an indirecta “first tier” Qualified CFC Holding Company, wholly owned (ii) to the extent applicable law requires that a Subsidiary of Holdings IIIsuch Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (Hiii) (i) if there are outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which a grant of security is not required by reason of Section 5.10(g) of the Administrative Agent has confirmed in writing Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Issuer its determination that Credit Agreement) to the costs extent that, as of providing the Second Restatement Effective Date, and for so long as, such a pledge of its such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by would violate applicable law or by agreements containing anti-assignment clauses not overridden by applicable lawan enforceable contractual obligation binding on or relating to such Equity Interests; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule I, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VSubsidiary, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign SubsidiaryImmaterial Subsidiaries, (C) Equity Interests of any Unrestricted SubsidiarySubsidiaries, (D) Equity Interests of any Subsidiary Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the Credit Agreement or if the creation of a Foreign Lien on the Equity Interests of such Excluded Receivables Management Subsidiary that is not permitted or would (including upon foreclosure thereof) result in a direct change of control (or indirect Subsidiary similar event), default, termination, payment, purchase or repurchase obligation pursuant to the terms of Holdings Vany Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Foreign Restricted Subsidiary that are pledged pursuant to a Foreign Pledge secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity InterestsBorrower, (G) with respect to Holdings, the Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings IIIother than the Borrower, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under Lenders (the Senior Credit Agreement or assets described in clauses (iiA) if there are no outstanding Obligations under through (H) of this proviso being the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law“Excluded Equity”); (ii) other than in the case of Holdings IV (Aii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral AgentAdministrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary directly owned by such Pledgor, to the extent the pledge of Holdings V, (B) any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of any such Foreign Subsidiary that is not a Material Foreign Subsidiaryto be pledged hereunder, (Cii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Unrestricted Subsidiarya Subsidiary to the extent that, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) as of the Senior Credit Agreement if Closing Date, and for so long as, such a pledge of such Equity Interests serve as security for such Indebtedness would violate applicable law or if the terms of such Indebtedness prohibit the creation of any other lien an enforceable contractual obligation binding on or relating to such Equity Interests, or (Giv) any Equity Interests of any Person a person that is not an indirectdirectly or indirectly a Subsidiary, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect as to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawArticle 4 shall apply; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance, as the case may be, of the Note Obligations or any Additional Obligations, then, solely to the extent securing the Note Obligations or such Additional Obligations, as applicable, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to, the Note Obligations or such Additional Obligations, as applicable, in any event solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Administrative Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Administrative Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations or such Additional Obligations, as applicable; provided that the Administrative Agent shall not be required to take any such action unless the Company shall have delivered to the Administrative Agent, together with such written request, a certificate of a Responsible Officer of the Company certifying that such action is permitted by the applicable Secured Agreement, and any such action taken by the Administrative Agent shall be without recourse to or warranty by the Administrative Agent. 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) any Rule 3-16 Excluded Collateral to secure the Note Obligations or such Additional Obligations, as applicable, in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations or such Additional Obligations, as applicable, to the extent otherwise required by this Agreement. For avoidance of doubt, nothing in this paragraph shall prevent or limit any pledge of Equity Interests or any other securities hereunder from securing the Credit Agreement Obligations at all times.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai)(A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a Material first tier Foreign Subsidiary, or (CD) any issued and outstanding Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person Qualified CFC Holding Company that is not an indirecta “first tier” Qualified CFC Holding Company, wholly owned (ii) to the extent applicable law requires that a Subsidiary of Holdings IIIsuch Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (Hiii) (i) if there are outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which a grant of security is not required by reason of Section 5.10(g) of the Administrative Agent has confirmed in writing Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Issuer its determination that Credit Agreement) to the costs extent that, as of providing the ABL Closing Date, and for so long as, such a pledge of its such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by would violate applicable law or by agreements containing anti-assignment clauses not overridden by applicable lawan enforceable contractual obligation binding on or relating to such Equity Interests; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule I, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Note Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, and (CD) any issued and outstanding Equity Interests of any Unrestricted SubsidiaryCFC Holding Company that is not a “first tier” CFC Holding Company, (Dii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any a Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vto the extent that, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) as of the Senior Credit Agreement if Closing Date, and for so long as, such a pledge of such Equity Interests serve as security for such Indebtedness would violate applicable law or if the terms of such Indebtedness prohibit the creation of any other lien an enforceable contractual obligation binding on or relating to such Equity Interests, or (Giv) any Equity Interests of any Person a person that is not an indirectdirectly or indirectly a Subsidiary, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect as to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawArticle 4 shall apply; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vic) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance of the Note Obligations, then, solely to the extent securing the Note Obligations, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to the Note Obligations solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Collateral Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Collateral Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations; provided that the Collateral Agent shall not be required to take any such action unless the Company shall have delivered to the Collateral Agent, together with such written request, a certificate of a Officer of the Company certifying that such action is permitted by the Note Documents, and any such action taken by the Collateral Agent shall be without recourse to or warranty by the Collateral Agent. 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) any Rule 3-16 Excluded Collateral to secure the Note Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations, to the extent otherwise required by this Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary directly owned by such Pledgor, to the extent the pledge of Holdings V, (B) any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of any such Foreign Subsidiary that is not a Material Foreign Subsidiaryto be pledged hereunder, (Cii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Unrestricted Subsidiarya Subsidiary to the extent that, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) as of the Senior Credit Agreement if Closing Date, and for so long as, such a pledge of such Equity Interests serve as security for such Indebtedness would violate applicable law or if the terms of such Indebtedness prohibit the creation of any other lien an enforceable contractual obligation binding on or relating to such Equity Interests, or (Giv) any Equity Interests of any Person a person that is not an indirectdirectly or indirectly a Subsidiary, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect as to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawArticle IV shall apply; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary Subsidiary, which pledge shall be duly noted on the share register, if any, of Holdings V, (B) Equity Interests of any Foreign Subsidiary that is not a Material such Foreign Subsidiary, (Cii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing Collateral and Guarantee Requirement or the other paragraphs of Section 5.11 of the Credit Agreement need not be satisfied by reason of Section 5.11(g) of the Credit Agreement, (iv) any Equity Interests of a Subsidiary to the Issuer its determination that extent that, as of the costs of providing Restatement Effective Date, and for so long as, such a pledge of its such Equity Interests would violate a contractual obligation binding on or perfection thereof is excessive in view of the benefits relating to be obtained by the secured parties such Equity Interest permitted to exist under the Senior Credit Agreement or (iiv) if there are no outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which the board of directors a person that is not directly or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing indirectly a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawSubsidiary; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05, all payments of principal or interest, dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, all subscription warrants, rights or options issued thereon or with respect thereto and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). Affinion – Amended and Restated Guarantee and Collateral Agreement TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s 's right, title and interest in, to and under (ia)(i) all shares of capital stock and other Equity Interests held now owned or at any time hereafter acquired by it and listed such Grantor, including those set forth opposite the name of such Grantor on Schedule I II, and (ii) all certificates and any other Equity Interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); , provided that the Pledged Equity Interests shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, CFC; (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of in any Person that is not an indirecta Subsidiary, wholly owned Subsidiary to the extent such assignment, pledge and grant requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person or on any Loan Party, the consent of any governing body, shareholder, partner or member of such Person, or the consent of any other Person (in each case other than of Holdings III, or any of its Affiliates) and such consent shall not have been obtained; (HC) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests in any CFC to the extent the grant of any Subsidiary with respect security interest therein would require the approval of any Governmental Authority; provided that each Grantor hereby agrees to which use its commercially reasonable efforts to obtain any such requisite approval; or (D) the Administrative Agent has confirmed in writing to the Issuer its determination that the costs shares of providing a pledge of its capital stock and limited liability company interests and other Equity Interests or perfection thereof is excessive identified in view of Schedule IIA (the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of so excluded under clauses (A) through (D) above being collectively referred to herein as the “Excluded Equity Interests”); provided further that, in any Subsidiary with respect to which event, the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its term Excluded Equity Interests or perfection thereof is excessive in view shall not include the shares of the benefits to be obtained by the Secured Parties, capital stock and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawlimited liability company interests and other Equity Interests identified on Schedule II; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities now owned or at any time hereafter acquired by it and such Grantor, including those listed opposite the name of such Grantor on Schedule III, (B) any debt securities obtained in the future by such Grantor and (Cii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranteeseach Guaranty, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests of the Borrower and of each other Subsidiary directly owned by such Grantor held by it and listed on Schedule I II and any other Equity Interests obtained of Subsidiaries directly owned in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) Equity Interests of any Employment Participation Subsidiary, (B) more than 65% of the total issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests of at any Foreign Subsidiary that is not a Material Foreign Subsidiarytime, (C) Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (C) shall no longer apply to the Equity Interests of such Subsidiary), (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VSubsidiary, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g7.03(g)(ii) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if Agreement; provided that the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that such Subsidiary shall cease to be excluded by this clause (E) if such secured Indebtedness is not an indirectrepaid or becomes unsecured or if such Subsidiary ceases to Guarantee such secured Indebtedness, wholly owned Subsidiary of Holdings IIIas applicable, (HF) (i) if there are outstanding Obligations under the Senior Credit Facilities, specifically identified Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or Lenders and (iiG) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any non-wholly owned Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing if (but only to the Trustee extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in respect of any joint venture, stockholders or similar agreement governing such Equity Interests, unless and until all required consents shall have been obtained (for the Notes Collateral Agent its reasonable determination avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparts), provided however, that the costs limitation set forth in clause (G) above shall not affect, limit, restrict or impair the grant by a Grantor of providing a pledge of its security interest pursuant to this Agreement in any such Equity Interests to the extent that an otherwise applicable prohibition or perfection thereof restriction on such grant is excessive in view of the benefits to be obtained rendered ineffective by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by any applicable law, including the New York UCC and provided further that the Proceeds from any such Equity Interests shall not be excluded from the definition of Article 9 Collateral; (ii) other than in the case of Holdings IV (A) the debt securities promissory notes and instruments evidencing indebtedness owned by it a Grantor and listed opposite the name of such Grantor on Schedule III, and (B) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral AgentAgent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (ia)(i) all the Equity Interests held owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule I and III), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided (provided, however, that the Pledged Equity Stock shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of in any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VSubsidiary, (B) any Equity Interests of Interest in any Foreign Subsidiary that is not a Material Foreign Non-Significant Subsidiary, (C) any Equity Interests of Interest in any Unrestricted Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law), or (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such minority Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned held by it and such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule IIII), (Bii) any debt securities obtained in the future by issued to such Grantor and (Ciii) the promissory notes and any other instruments evidencing such debt securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); , (iiic) all other property that may be delivered to and held by the Notes Collateral Agent; Agent pursuant to the terms of this Section 3.01, (ivd) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; , (ve) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above; , and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each of the Guarantees, each Grantor Grantors hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (ia)(i) all the Equity Interests held owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule I and II), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided provided, however, that the Pledged Equity Stock shall not include the following (collectively, the “Excluded Pledged Stock”): (A) more than 6566% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary, any Domestic Subsidiary which is treated as a Foreign Subsidiary that is a direct for United States federal income tax purposes, or indirect Subsidiary of Holdings Vany CFC Holding Company, (B) any Equity Interests of Interest in any Foreign Not for Profit Subsidiary, Immaterial Subsidiary, Unrestricted Subsidiary, special purpose receivables or securitization Subsidiary that is not a Material Foreign Subsidiaryor Margin Stock, (C) Equity Interests Interests, the pledge of any Unrestricted Subsidiarywhich is prohibited by applicable law, rule or regulation, or which would require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received), (D) any Equity Interests in joint ventures or any non-wholly owned Subsidiaries, but only to the extent that any applicable organizational documents, joint venture agreements, shareholder agreements or other agreements with other equity holders do not permit or otherwise restrict the pledge of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vsuch Equity Interest, (E) any Equity Interests of any Foreign Subsidiary that are pledged pursuant Interest to the extent a Foreign Pledge Agreementpledge thereof could reasonably be expected to result in material adverse tax consequences to Holdings and its Restricted Subsidiaries as determined in good faith by Holdings in consultation with the Applicable Collateral Agent, or (F) any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary Interest with respect to which Holdings and the Administrative Applicable Collateral Agent has confirmed reasonably agree, in writing to the Issuer its determination writing, that the costs cost or other consequence of providing obtaining a pledge of its Equity Interests security interest or perfection thereof is are excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing relation to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Partiescollateral value afforded thereby, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned held by it and such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule III), (Bii) any debt securities obtained in the future by issued to such Grantor and (Ciii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”); , (iiic) all other property that may be delivered to and held by the Notes Collateral Agent; Agent (ivor its bailee) pursuant to the terms of this Section 3.01, (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities items referred to in clauses (ia) and (iib) above; , (ve) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above; , and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performanceperformance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, permitted assigns for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct directly owned by such Pledgor or indirect Subsidiary of Holdings V, (B) any issued and outstanding Equity Interests Interest of any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, (Cii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing Collateral and Guarantee Requirement or any provision of Section 6.10 of the ABL Credit Agreement need not be satisfied by reason of Section 6.10(g) of the ABL Credit Agreement, (iv) any Equity Interests of a Subsidiary to the Issuer its determination that extent that, as of the costs of providing Closing Date, and for so long as, such a pledge of its such Equity Interests would violate a contractual obligation binding on or perfection thereof is excessive in view of the benefits relating to be obtained by the secured parties under the Senior Credit Agreement such Equity Interests, or (iiv) if there are no outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which the board of directors a person that is not directly or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing indirectly a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawSubsidiary; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by such Grantor a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, Agent and its successors and assigns, permitted assigns for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Guarantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorGuarantor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and on the Effective Date (which shall be listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Guarantor and the any certificates representing all such Equity Interests (all such Equity Interests and certificates referred to collectively as the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (Cii) to the extent applicable law requires that a Subsidiary of such Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iv) any Equity Interests of any Unrestricted Subsidiarya Subsidiary to the extent that, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) as of the Senior Credit Agreement if Effective Date, and for so long as, such a pledge of such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien would violate a contractual obligation binding on such Equity Interests, (Gv) any Equity Interests of a Subsidiary of a Guarantor acquired after the Effective Date if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary), provided that such each Guarantor shall use its commercially reasonable efforts to avoid any such restrictions classified in this clause (v) or (vi) any Equity Interests of a Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing directly or indirectly a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawSubsidiary; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and listed opposite the name of such Grantor Guarantor on Schedule III, (Bii) to the extent required by Section 3.02(b), any debt securities obtained in the future by issued to, or acquired by, such Grantor Guarantor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities owed to any Guarantor (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.06, all rights and privileges of such Grantor Guarantor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under under, in each case whether now owned or hereafter acquired by such Grantor or in which such Grantor now has or in the future may acquire any right, title or interest: (ia)(i) all the shares of capital stock and other Equity Interests held owned by it and such Grantor, including, in any event, those listed opposite the name of such Grantor on Schedule I and hereto, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with all stock powers or other instruments of transfer with respect thereto; (clauses (i), (ii) and (iii), collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests and the Pledged Collateral shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary Person (other than a Wholly Owned Subsidiary), to the extent not permitted or restricted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Equity Interests; provided that is a direct or indirect Subsidiary of Holdings Vsuch Equity Interest shall cease to be an Excluded Equity Interest (as defined below) for so long as such prohibition ceases to be in effect, (B) Equity Interests constituting an amount greater than 65% of the voting Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary or any Subsidiary that are held directly by a Foreign Subsidiary, (D) any Equity Interests Interest with respect to which Borrower, with the written consent of any Subsidiary the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Foreign Subsidiary Financial Officer to the effect that is a direct the pledge of such Equity Interest hereunder would result in material adverse tax consequences to Holdings and its Subsidiaries, including the imposition of withholding or indirect Subsidiary of Holdings Vother material taxes, (E) any Equity Interests Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any Foreign Subsidiary applicable Requirements of Law (other than to the extent that are pledged any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law) or any Equity Interest in a Foreign Pledge AgreementWholly Owned Subsidiary if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by such Subsidiary’s organizational documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest for so long as such prohibition ceases to be in effect and (F) any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of Interest that the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which Borrower and the Administrative Agent has confirmed shall have agreed in writing to the Issuer its determination that the costs of providing a pledge of its treat as an Excluded Equity Interests or perfection thereof is excessive in view Interest for purposes hereof on account of the benefits cost of pledging such Equity Interest hereunder (including any material adverse tax consequences to be obtained by the secured parties under the Senior Credit Agreement or (iiHoldings and its Subsidiaries resulting therefrom) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is being excessive in view of the benefits to be obtained by the Secured Parties, and Parties therefrom (I) pledges prohibited by law or by agreements containing anti-assignment the Equity Interests excluded pursuant to clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) through (F) above being referred to as the debt securities “Excluded Equity Interests”); (b)(i) all Indebtedness from time to time owned by it and such Grantor, including, in any event, Indebtedness listed opposite the name of such Grantor on Schedule II hereto, (Bii) any debt securities obtained all Indebtedness in the future issued to or otherwise acquired by such Grantor and (Ciii) the promissory notes and any other instruments evidencing all such debt securities Indebtedness (collectively, the “Pledged DebtDebt Securities”); (iiic) all other property that may be delivered to and held by the Notes Collateral AgentAdministrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (ivd) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia), (b) and (iic) above; (ve) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above; and (vif) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured First Lien Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the First Lien Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the First Lien Secured PartiesParties and confirms its continuing prior grant to the Collateral Agent for the benefit of the Secured Parties of, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is of a direct or indirect Subsidiary of Holdings VDomestic Subsidiary, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VSubsidiary, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (FC) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g7.03(t) of the Senior Credit Agreement if such Equity Interests serve and so long as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien a Lien in favor of the Collateral Agent for the benefit of the First Lien Secured Parties on such Equity Interests, (GD) Equity Interests of any Person that is not an a direct or indirect, wholly owned Subsidiary of Holdings IIIXxxxxxx, to the extent such pledge is prohibited by law or contract, (HE) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing determines (with an acknowledgement to the Issuer its determination U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under Lenders, (F) any Equity Interests to the Senior Credit Agreement extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate law, or, with respect to Equity Interests of a Foreign Subsidiary, a contractual obligation binding on or relating to such Equity Interests, and (G) any Equity Interests held by the Third Party Pledgor at any time other than Equity Interests in TNC (US) Holdings, Inc. and ACN Holdings, Inc., (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral AgentAgent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the First Lien Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Note Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) all Equity Interests Capital Stock held by it in the Issuer and any Wholly Owned Restricted Subsidiary, including, without limitation, the Capital Stock listed on Schedule I and any other Equity Interests Capital Stock in any Wholly Owned Restricted Subsidiary obtained in the future by such Grantor and the certificates (if any) representing all such Equity Interests Capital Stock (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests Capital Stock of any Material Foreign Unrestricted Subsidiary that is a direct or indirect Subsidiary of Holdings Vany Immaterial Subsidiary, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests Capital Stock of any Subsidiary acquired pursuant to a Permitted Acquisition an acquisition permitted under the Covered Documents and financed with Indebtedness incurred pursuant to Section 7.03(g) in compliance with the terms of the Senior Credit Agreement Covered Documents if such Equity Interests serve Capital Stock are pledged and/or mortgaged as security for such Indebtedness or and if and for so long as the terms of such Indebtedness prohibit the creation of any other lien Lien on such Equity InterestsCapital Stock, (GC) Equity Interests Capital Stock held by it in any Wholly Owned Foreign Subsidiary or Domestic Foreign Holding Company (not otherwise excluded from the Pledged Equity), in excess of any Person that is not an indirect, wholly owned 65% of the issued and outstanding Capital Stock of each such Wholly Owned Foreign Subsidiary of Holdings IIIor Domestic Foreign Holding Company, (HD) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests Capital Stock of any Subsidiary with respect to which the Administrative Credit Facility Agent has and the Issuer have determined in their reasonable judgment and agreed (as confirmed in writing by the Issuer to the Issuer its determination Collateral Agent) that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests such Capital Stock or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, Parties therefrom and (IE) pledges any Capital Stock the pledge of which is prohibited by law or by agreements containing anti-assignment applicable Laws (the Capital Stock referred to in clauses not overridden by applicable law(A) through (E) above being collectively referred to as “Excluded Equity”); (ii) other than in the case of Holdings IV (A) the debt securities owned by it and including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral AgentAgent in accordance with this Agreement or the other Covered Documents; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iviii) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Collateral include any Existing Notes Restricted Property to the extent the grant of a security interest therein pursuant to the Collateral Documents to secure the Obligations and/or the Guarantees would create an obligation to xxxxx x Xxxx therein to secure any Existing Notes. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held owned by it on the date hereof (including all such shares of capital stock and other Equity Interests listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor in a Person that is or becomes a Subsidiary of such Grantor and the certificates representing all such Equity Interests (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is directly held by a direct or indirect Subsidiary of Holdings VLoan Party, (Bii) any Equity Interests of any Foreign Subsidiary that is not directly held by a Material Foreign SubsidiaryLoan Party, (Ciii) Equity Interests in any Foreign Subsidiary to the extent a pledge of any Unrestricted Subsidiary, such Equity Interests is illegal or otherwise prohibited by applicable law or (Div) Equity Interests in Unrestricted Subsidiaries or in entities where such Grantor holds 50% or less of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) the outstanding Equity Interests of any Foreign Subsidiary that are pledged pursuant such entity, to the extent a Foreign Pledge Agreement, (F) Equity Interests pledge of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness is prohibited by the organizational documents or if agreements with the terms other equity holders of such Indebtedness prohibit Unrestricted Subsidiary or entity (the creation of any other lien on such Equity Interests described in the clauses (i), (ii), (iii) and (iv) being referred to as “Excluded Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law”); (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned held by it and such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule I), (Bii) any debt securities obtained or intercompany loans or advances in the future issued to or held by such Grantor and (Ciii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held of any Material Subsidiary directly owned by it and listed on Schedule I as of the Closing Date and any other Equity Interests obtained of any Material Subsidiary directly owned in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect any Domestic Subsidiary substantially all of Holdings Vwhose assets consist of the Equity Interests in “controlled foreign companies” under Section 957 of the Code, (Bii) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary to the extent that, as of the Closing Date and for so long as, a Foreign Subsidiary that is pledge of such Equity Interests would violate a direct contractual obligation binding on the issuer or indirect Subsidiary holder of Holdings Vsuch Equity Interests, (Eiii) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed after the Closing Date in accordance with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if if, and to the extent that, and for so long as (A) pledging such Equity Interests serve as security for such Indebtedness would violate applicable law or if a contractual obligation binding on the terms issuer or holder of such Indebtedness prohibit Equity Interests and (B) such law or obligation existed at the creation time of any other lien the acquisition thereof and was not created or made binding on such Equity InterestsInterests in contemplation of or in connection with the acquisition of such Subsidiary, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination provided that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or foregoing clause (iiB) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses shall not overridden by applicable law; (ii) other than apply in the case of Holdings IV a joint venture, including a joint venture that is a Subsidiary, and, (Aiv) Equity Interests in any Foreign Subsidiary if the Company demonstrates to the Administrative Agent and the Administrative Agent determines (in its reasonable discretion) that the cost of pledging the Equity Interests in such Foreign Subsidiary exceeds the value of the security offered thereby; provided that, upon the reasonable request of the Administrative Agent, Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (ii) and (iii) above, other than those set forth in a joint venture agreement to which the Company or any Subsidiary is a party; provided further, that Pledged Stock shall include the interests listed on Schedule II; (b)(i) the debt securities owned by it for borrowed money having an aggregate principal amount in excess of $20,000,000 (other than (A) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Company and listed opposite the name of such Grantor on Schedule I, Subsidiaries and (B) any debt securities obtained held by such Pledgor as of the Closing Date) (the “Material Pledged Debt Securities”), (ii) any Material Pledged Debt Securities in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities Material Pledged Debt Securities (the “Pledged DebtDebt Securities”); (iii) all other property provided, that may be delivered to and held by the Notes Collateral AgentPledged Debt Securities shall include the debt securities listed on Schedule II; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all in the case of each Pledgor that is a Guarantor, the shares of capital stock and other Equity Interests held owned by it and listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor Guarantor and the certificates representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary (other than Xxxxx, of which all the issued and outstanding Equity Interests will be pledged), (ii) to the extent applicable law requires that is a direct or indirect Subsidiary of Holdings Vsuch Guarantor issue directors' qualifying shares, such shares or nominee or other similar shares, (Biii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(h) of the Credit Agreement, (iv) any Equity Interests of any Foreign a Subsidiary that is not a Material Foreign Subsidiaryto the extent that, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) as of the Senior Credit Agreement if Closing Date, and for so long as, such a pledge of such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien would violate a contractual obligation binding on such Equity Interests, (Gv) any Equity Interests of any Person that is not an indirect, wholly owned a Subsidiary of Holdings IIIa Guarantor acquired after the Closing Date pursuant to Section 6.04(j) of the Credit Agreement if, and to the extent that, and for so long as, (HA) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its such Equity Interests would violate applicable law or perfection thereof is excessive in view any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the benefits to be obtained by acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the secured parties under the Senior Credit Agreement or acquisition of such Subsidiary (ii) if there are no outstanding Obligations under the Senior Credit Facilitiesprovided, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and foregoing clause (IB) pledges prohibited by law or by agreements containing anti-assignment clauses shall not overridden by applicable law; (ii) other than apply in the case of Holdings IV (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule Ia joint venture, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.including a joint venture that

Pledge. As collateral security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations (whether at stated maturity, including the Guaranteesby acceleration or otherwise), each Grantor hereby delivers, mortgages, hypothecates, pledges, assigns and pledges transfers, as appropriate, to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a lien on and first priority security interest in, all of such Grantor’s right, title and interest in, to and under (ia) all the shares of capital stock and other Equity Interests held of the Borrower and each Subsidiary owned by it and listed on Schedule I II and any other Equity Interests or the Borrower and each Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ax) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares and (y) to the extent (but only to the extent) reasonably expected to cause adverse tax consequences to the Borrower, any Equity Interests in any Foreign Subsidiary to the extent resulting in more than 6566% of the issued and outstanding total combined voting power of all classes of stock in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (on a fully diluted basis) being pledged to the Collateral Agent, on behalf of the Grantors, under this Agreement (it being understood that all of the Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests of in any Foreign Subsidiary that is not a Material Foreign Subsidiary, entitled to vote (Cwithin the meaning of Treasury Regulation Section 1.956-2(c)(2) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations promulgated under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to Internal Revenue Code) shall be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawpledged hereunder); (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor by Holdings, the Borrower or any Subsidiary and (Ciii) the certificates, promissory notes and any other instruments evidencing such debt securities (the “Pledged DebtDebt Securities”); (iiic) all other property that may be delivered to and held by the Notes Collateral AgentAgent pursuant to the terms of this Section 3.01; (ivd) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (ve) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above; and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Pledgor hereby (except in the Guarantees, each Grantor hereby case of Pledged ULC Shares) assigns and (in all cases) pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (which such Equity Interests constituting Pledged Stock shall be listed on Schedule I III) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged Equity Stock shall not include (Ai) more than any Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary any “first tier” Qualified CFC Holding Company owned by such Pledgor or any of Holdings V, (B) the outstanding Equity Interests of any a Foreign Subsidiary or a Qualified CFC Holding Company that is not a Material “first tier” Foreign SubsidiarySubsidiary or a “first tier” Qualified CFC Holding Company, respectively, owned by such Pledgor, (Cii) any Equity Interests that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of any Unrestricted Subsidiary, (DSection 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge the Credit Agreement, (Fiii) any Equity Interests of any Subsidiary acquired pursuant if, and to the extent that, and for so long as (A) doing so would violate applicable law or a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if contractual obligation binding on such Equity Interests serve as security for and (B) with respect to contractual obligations, such Indebtedness Equity Interests are not in a Wholly Owned Subsidiary and such obligation existed on the Closing Date or if at the terms time of the acquisition thereof and was not created or made binding on such Indebtedness prohibit Equity Interests in contemplation of or in connection with the creation acquisition of any other lien on such Equity Interests, (Giv) any Equity Interests of any Person that is not an indirect, wholly Indenture Restricted Subsidiary owned by the U.S. Borrower or any Indenture Restricted Subsidiary of Holdings III, or (Hv) any Designated Securities (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect pledged pursuant to which this clause (a), the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law“Pledged Stock”); (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Grantor on Schedule IIII), (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities; provided that the Pledged Debt Securities shall not include (A) debt securities issued by any Indenture Restricted Subsidiary to the U.S. Borrower or any Indenture Restricted Subsidiary, (B) any Designated Securities or (C) any debt securities that constitute Excluded Property or otherwise with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(f) of the Credit Agreement (the debt securities pledged pursuant to this clause (b), the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (which such Equity Interests constituting Pledged Stock shall be listed on Schedule I III) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting any Equity Interests owned on or acquired after the Closing Date (other than, in the case of any Material Foreign Subsidiary that is a direct shareholder agreements or indirect Subsidiary of Holdings Vother contractual obligations, (Bx) Equity Interests in the Borrower or (y) in the case of any Foreign Subsidiary that person which is not a Material Foreign Wholly-Owned Subsidiary, (C) Equity Interests of any Unrestricted Subsidiaryin such person) in accordance with this Agreement if, and to the extent that, and for so long as doing so would violate applicable law or regulation or a shareholder agreement or other contractual obligation (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vin each case, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant after giving effect to Section 7.03(g) 9-406(d), 9-407(a), 9-408 or 9-409 of the Senior Credit Agreement if New York UCC and other applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect as to which the board of directors or Agent and the senior management of the Issuer has confirmed Borrower shall reasonably determine in writing that such Equity Interests shall be excluded from Collateral hereunder pursuant to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured PartiesAgreed Security Principles, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Grantor on Schedule IIII), (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; above and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD ; provided that with respect to EVERTEC Costa Rica, S.A., the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral shall not include any Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Notes Collateral Agent, its successors and assigns, Agent for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment in full in cash or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary directly owned by such Pledgor to the extent the pledge of Holdings V, (B) any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of any such Foreign Subsidiary that is not a Material Foreign Subsidiaryto be pledged hereunder, (Cii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Unrestricted Subsidiarya Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) as of the Senior Credit Agreement if Closing Date, and for so long as, such a pledge of such Equity Interests serve as security for such Indebtedness would violate applicable law or if the terms of such Indebtedness prohibit the creation of any other lien an enforceable contractual obligation binding on or relating to such Equity Interests, or (Giv) any Equity Interests of any Person a person that is not an indirectdirectly or indirectly a Subsidiary, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect as to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawArticle IV shall apply; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt obligations and debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vid) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the last paragraph of Section 4.01(a), as security for the payment or performance, as the case may be, in full of the Secured its Loan Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (i) all the Equity Interests held directly owned by it and (including those listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (A) (I) more than 65% of the issued and outstanding voting Equity Interests of in any Material “first tier” Wholly Owned Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Grantor, (BII) more than 65% of the issued and outstanding voting Equity Interests of in any “first tier” Qualified CFC Holding Company directly owned by such Grantor, (III) any issued and outstanding Equity Interest in any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, or (IV) any issued and outstanding Equity Interests in any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (B) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (C) any Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed Collateral and Guarantee Requirement or the other paragraphs of Section 5.09 of the Term Loan Agreement need not be satisfied by reason of Section 5.09(g) of the Term Loan Agreement, (D) any Equity Interests in writing a person that is not directly or indirectly a Subsidiary or is listed on Schedule V hereto, (E) any Equity Interests in any Insurance Subsidiary or any entity listed on Schedule 1.01A to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Term Loan Agreement or (iiF) if there are no outstanding Obligations under the Senior Credit Facilities, any Equity Interests of in any Immaterial Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawUnrestricted Subsidiary; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and obligations listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained obligations in the future by issued to such Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (C) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (iv) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the securities referred to in clauses (i) Pledged Stock and (ii) abovethe Pledged Debt; (viv) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clause (iii) above; and (v) all proceeds of any of the foregoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (viv) above being collectively referred to as the “Pledged Collateral”). The Administrative Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Stock any Equity Interest which would be so excluded by the operation of clause (vii) or (viii) of Section 5.09(g) of the Term Loan Agreement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai)(A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a Material first tier Foreign Subsidiary, or (CD) any issued and outstanding Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person Qualified CFC Holding Company that is not an indirecta “first tier” Qualified CFC Holding Company, wholly owned (ii) to the extent applicable law requires that a Subsidiary of Holdings IIIsuch Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (Hiii) (i) if there are outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which a grant of security is not required by reason of Section 5.10(g) of the Administrative Agent has confirmed in writing Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Issuer its determination that Credit Agreement) to the costs extent that, as of providing the Closing Date, and for so long as, such a pledge of its such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by would violate applicable law or by agreements containing anti-assignment clauses not overridden by applicable lawan enforceable contractual obligation binding on or relating to such Equity Interests; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a first priority security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I I) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai)(A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a Material first tier Foreign Subsidiary, or (CD) any issued and outstanding Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person Qualified CFC Holding Company that is not an indirecta “first tier” Qualified CFC Holding Company, wholly owned (ii) to the extent applicable law requires that a Subsidiary of Holdings IIIsuch Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (Hiii) (i) if there are outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which a grant of security is not required by reason of Section 5.09(g) of the Administrative Agent has confirmed in writing Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Issuer its determination that Credit Agreement) to the costs extent that, as of providing the Closing Date, and for so long as, such a pledge of its such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by would violate applicable law or by agreements containing anti-assignment clauses not overridden by applicable lawan enforceable contractual obligation binding on or relating to such Equity Interests; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule I, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performanceperformance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, permitted assigns for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct directly owned by such Pledgor or indirect Subsidiary of Holdings V, (B) any issued and outstanding Equity Interests Interest of any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, (Cii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing Collateral and Guarantee Requirement or any provision of Section 6.10 of the Term Credit Agreement need not be satisfied by reason of Section 6.10(g) of the Term Credit Agreement, (iv) any Equity Interests of a Subsidiary to the Issuer its determination that extent that, as of the costs of providing Closing Date, and for so long as, such a pledge of its such Equity Interests would violate a contractual obligation binding on or perfection thereof is excessive in view of the benefits relating to be obtained by the secured parties under the Senior Credit Agreement such Equity Interests, or (iiv) if there are no outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which the board of directors a person that is not directly or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing indirectly a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawSubsidiary; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained obligations now or in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by such Grantor a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, Agent and its successors and assigns, permitted assigns for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuaranteesGuaranties, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is of a direct or indirect Subsidiary of Holdings VDomestic Subsidiary, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VSubsidiary, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (FC) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g7.03(t) of the Senior Credit Agreement if such Equity Interests serve and so long as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien a Lien in favor of the Collateral Agent for the benefit of the Secured Parties on such Equity Interests, (GD) Equity Interests of any Person that is not an a direct or indirect, wholly owned Subsidiary of Holdings IIIthe Company, to the extent such pledge is prohibited by law or contract, (HE) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing determines (with an acknowledgement to the Issuer its determination U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under Lenders, (F) any Equity Interests to the Senior Credit Agreement or (ii) if there are no outstanding Obligations under extent that, as of the Senior Credit FacilitiesClosing Date, and for so long as, such a pledge of such Equity Interests would violate law, or, with respect to Equity Interests of any Subsidiary with respect a Foreign Subsidiary, a contractual obligation binding on or relating to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured PartiesInterests, and (IG) pledges prohibited any Equity Interests held by law or by agreements containing anti-assignment clauses not overridden by applicable lawthe Third Party Pledgor at any time other than Equity Interests in VNU, Inc., ACN Holdings, Inc. and Decisions Made Easy, Inc.; (ii) other than in the case of Holdings IV (Aii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral AgentAgent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (ia)(i) all the shares of capital stock and other Equity Interests held owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule I and any II hereto, (ii)any other Equity Interests obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G1) Equity Interests of any Person that is (other than the Borrower or a Wholly Owned Restricted Subsidiary), to the extent not an indirect, wholly owned Subsidiary permitted by the terms of Holdings IIIsuch Person’s organizational or joint venture documents, (H2) (i) if there are outstanding Obligations under voting Equity Interests constituting an amount greater than 65% of the Senior Credit Facilities, voting Equity Interests of any Subsidiary Foreign Subsidiary, (3) any Equity Interest with respect to which Borrower, with the written consent of the Administrative Agent has confirmed (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Equity Interest hereunder would result in adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been reasonably determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries, (4) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect and (5) any Equity Interest that the Borrower and the Administrative Agent shall have agreed in writing to the Issuer its determination that the costs of providing a pledge of its treat as an Excluded Equity Interests or perfection thereof is excessive in view Interest for purposes hereof on account of the benefits cost of pledging such Equity Interest hereunder (including any adverse tax consequences to be obtained by Holdings, any Intermediate Parent, the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee Borrower and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties, and Parties therefrom (Ithe Equity Interests excluded pursuant to clauses (1) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawthrough (5) above being referred to as the “Excluded Equity Interests”); (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (Bii) any debt securities obtained in the future issued to or otherwise acquired by such Grantor and (Ciii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged DebtDebt Securities”); (iiic) all other property that may be delivered to and held by the Notes Collateral AgentAdministrative Agent pursuant to the terms of this Section 2.01 and Section 2.02; (ivd) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia), (b) and (iic) above; (ve) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above; and (vif) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranteeseach Guaranty, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests of OSI and of each other Domestic Subsidiary directly owned by such Grantor held by it and listed on Schedule I II and any other Equity Interests obtained of Domestic Subsidiaries directly owned in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Employment Participation Subsidiary that is (except to the extent a direct or indirect perfected security interest in such Subsidiary can be obtained by filing of Holdings Va UCC-1 financing statement), (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign SubsidiaryHolding Companies, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VSubsidiary, (D) Margin Stock, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, specifically identified Equity Interests of any Subsidiary with respect to which (i) the Administrative Agent has confirmed in writing to the Issuer Company its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the practical benefits to be obtained by the secured parties under the Senior Credit Agreement Lenders or (ii) if there are no outstanding Obligations under the Senior Credit FacilitiesBorrowers in consultation with the Administrative Agent have reasonably determined that the creation or perfection of pledges of, or security interests in, such Equity Interests would result in material adverse tax consequences to any Borrower or any of its Subsidiaries, (F) Equity Interests of any non-Wholly Owned Subsidiary if (but only to the extent that, and for so long as) (i) the Organization Documents or other agreements with respect to which the board Equity Interests of directors or the senior management such non-Wholly Owned Subsidiary with other equity holders (other than any such agreement where all of the Issuer has confirmed equity holders party thereto are Grantors or Subsidiaries thereof) do not permit or restrict the pledge of such Equity Interests, or (ii) the pledge of such Equity Interests (including any exercise of remedies) would result in writing a change of control, repurchase obligation or other adverse consequence to any of the Grantors or such Subsidiary (other than the loss of such Equity Interests as a result of any such exercise of remedies), (G) any Equity Interest if (but only to the Trustee extent that, and for so long as) the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its such Equity Interest hereunder (i) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Laws or (ii) would violate the terms of any written agreement, license, lease or similar arrangement with respect to such Equity Interest or would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right (in favor of a Person other than any Borrower or any Subsidiary) pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (x) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness or Incremental Equivalent Debt and (y) only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 7.09 of the Credit Agreement, (H) Equity Interests or perfection thereof is excessive of each Subsidiary set forth in view Schedule 1.01A of the benefits to be obtained by the Secured PartiesCredit Agreement, and (I) pledges prohibited by law Equity Interests of Liquor License Subsidiaries and (J) any other Equity Interests that constitute Excluded Assets (any Equity Interests excluded pursuant to clauses (A) through (J) above, the “Excluded Equity Interests”; provided, however, that Excluded Equity Interests shall not include any Proceeds, substitutions or by agreements containing anti-assignment replacements of any Excluded Equity Interests referred to in the foregoing clauses not overridden by applicable law(A) through (J) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (J))); (ii) other than in the case of Holdings IV (A) the debt securities promissory notes and instruments evidencing indebtedness owned by it a Grantor and listed opposite the name of such Grantor on Schedule III, and (B) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral AgentAgent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the last paragraph of Section 3.01(a), as security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, Obligations each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I III) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests of any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, or (CD) any issued and outstanding Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person Qualified CFC Holding Company that is not an indirecta “first tier” Qualified CFC Holding Company, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination extent applicable law requires that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and listed opposite the name subsidiary of such Grantor on Schedule IPledgor issue directors’ qualifying shares, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any shares or nominee or other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii)similar shares, (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred Equity Interests that are not required to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.be pledged as

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Loan Party hereby collaterally assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such GrantorLoan Party’s right, title and interest in, to and under (i) all Equity Interests held by it and (including those Equity Interests listed on Schedule I 7.1.1(a)) and any other Equity Interests obtained in the future by such Grantor Loan Party and the certificates representing all such Equity Interests (the “Pledged Equity”); provided provided, that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VMargin Stock, (B) Equity Interests of in a bona fide joint venture formed after the Amendment No. 5 Effective Date with any Foreign Subsidiary Person that is not an Affiliate of any Loan Party, other than Proceeds thereof, and only to the extent that the creation of a Material Foreign Subsidiary, security interest in such Equity Interests is prohibited or restricted by the Organization Documents of such entity or Subsidiary or by any contractual restriction contained in any agreement with third party holders (which holders are not Affiliates of the Borrowers) of other Equity Interests in such entity or Subsidiary (except to the extent any such prohibition or restriction is unenforceable under the UCC or other applicable Law and the consent of such third party holders (which holders are not Affiliates of the Borrowers) has not been obtained) or (C) Equity Interests of any Unrestricted Subsidiary, (Dor held as assets by) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct Immaterial Subsidiaries or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawcaptive insurance Subsidiaries; (ii) other than in the case of Holdings IV (Aii)(A) the debt securities Promissory Notes and any Instruments evidencing indebtedness owned by it and listed opposite the name of such Grantor Loan Party on Schedule I, 7.1.1(a) and (B) any debt securities Promissory Notes and Instruments evidencing indebtedness obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Loan Party (the “Pledged Debt”); (iii) all other property that may be delivered to and held by Agent pursuant to the Notes Collateral Agentterms of this Section 7.1; (iv) subject to Section 2.068.5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.068.5, all rights and privileges of such Grantor Loan Party with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, if after the date hereof any Loan Party shall acquire any Equity Interest or Promissory Note (1) in which a pledge (or other security interest) is prohibited or restricted by applicable law or requires the consent of any governmental authority or third party, (2) to the extent a pledge of such Equity Interests or Promissory Note could result in adverse tax consequences as reasonably determined by Parent in consultation with Agent and as to which Parent shall have confirmed such determination by written notice to Agent or is otherwise listed on Schedule 7.1.1(a) on the Closing Date; provided, such asset is not specifically included in the Collateral or (3) in circumstances where the cost of obtaining a pledge of such Equity Interests or Promissory Note exceeds the practical benefit to Lenders afforded thereby as reasonably determined between Parent and the Collateral Agent and as to which Agent shall have confirmed such determination by written notice to Administrative Borrower or is otherwise listed on Schedule 7.1.1(a) on the Closing Date then such Equity Interest or Promissory Note shall not be included in the Pledged Collateral. In addition, notwithstanding the foregoing or anything else to the contrary in this Agreement or in any Loan Document, in no event shall any Excluded Property constitute Pledged Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the last paragraph of Section 3.01(a), as security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral AgentTrustee, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral AgentTrustee, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, or (CD) any issued and outstanding Equity Interests of any Unrestricted SubsidiaryQualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (Dii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests that are not subject to a First Priority Lien, including, any Equity Interests in a person acquired after the Issue Date (other than Equity Interests in a person that is a Subsidiary acquired after such person became a Subsidiary) in accordance with the Indenture if, and to the extent that, and for so long as (A) such Equity Interests constitute less than 100% of all applicable Equity Interests of any Subsidiary such person and the persons holding the remainder of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vsuch Equity Interests are not Affiliates, (EB) granting a security interest in such Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to contractual obligations, such obligation existed at the time of acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary (provided, that if at any time such Equity Interests (for the avoidance of doubt, other than any Designated Securities) shall become subject to a First Priority Lien, the Collateral shall immediately include such Equity Interests and such Pledgor shall be deemed to have granted a security interest hereunder in such Equity Interests), (iv) any Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person person that is not an indirect, wholly owned directly or indirectly a Subsidiary of Holdings III, or (Hv) any Designated Securities; (b) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained obligations in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” and, together with the property described in clauses (b)(i) and (ii) above, the "Pledged Debt”"); provided that the Pledged Debt shall exclude (iii1) all other the Japan Notes, (2) any debt obligations or instruments that are not subject to a First Priority Lien (provided, that if at any time such property that may described in this clause (2) and not otherwise excluded from the Pledged Debt shall become subject to a First Priority Lien, the Collateral shall immediately include such property, and such Pledgor shall be delivered deemed to have granted a security interest hereunder in such property) and held by the Notes Collateral Agent(3) any Designated Securities; (ivc) subject to Section 2.062.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the securities referred to in clauses (i) Pledged Stock and (ii) abovethe Pledged Debt; (vd) subject to Section 2.062.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clause (c) above; and (e) all proceeds of any of the foregoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (ic) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral AgentTrustee, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VSubsidiary, (B) Equity Interests of Unrestricted Subsidiaries (until such time as any Foreign Unrestricted Subsidiary that is not becomes a Material Foreign Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (B) shall no longer apply to the Equity Interests of such Subsidiary), (C) Equity Interests of any Unrestricted Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an a direct or indirect, wholly owned Subsidiary of Holdings III, the Borrower and (HE) (i) if there are outstanding Obligations under the Senior Credit Facilities, specifically identified Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawLenders; (ii) other than in the case of Holdings IV (Aii)(A) the debt securities promissory notes and any instruments evidencing indebtedness owned by it and listed opposite the name of such Grantor on Schedule I, II and (B) any debt securities promissory notes and instruments evidencing indebtedness obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral AgentAgent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment in full in cash or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary directly owned by such Pledgor to the extent the pledge of Holdings V, (B) any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of any such Foreign Subsidiary that is not a Material Foreign Subsidiaryto be pledged hereunder, (Cii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Unrestricted Subsidiarya Subsidiary to the extent that, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) as of the Senior Credit Agreement if date hereof, and for so long as, such a pledge of such Equity Interests serve as security for such Indebtedness would violate applicable law or if the terms of such Indebtedness prohibit the creation of any other lien an enforceable contractual obligation binding on or relating to such Equity Interests, or (Giv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; provided, further, that, (x) Equity Interests will constitute Pledged Stock only to the extent that such Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of any Person that is not an indirect, wholly owned Subsidiary Regulation S-X under the Securities Act of Holdings III, 1933 (H“Rule 3-10” and “Rule 3-16,” respectively) (ior any other law, rule or regulation) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests requiring separate financial statements of any such Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by filed with the secured parties under the Senior Credit Agreement SEC (or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”governmental agency); (iiiy) all other property in the event that may be delivered to and held either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the Notes Collateral Agent; SEC to require (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.is replaced

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held owned by it and (which shall be listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Guarantor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, directly owned by such Pledgor and (B) any issued and outstanding Equity Interests Interest of any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, (Cii) to the extent applicable law requires that a Subsidiary of such Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iv) any Equity Interests of a Subsidiary to the Issuer its determination that extent that, as of the costs of providing Closing Date, and for so long as, such a pledge of its such Equity Interests would violate a contractual obligation binding on or perfection thereof is excessive in view of the benefits relating to be obtained by the secured parties under the Senior Credit Agreement such Equity Interests, or (iiv) if there are no outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which the board of directors a person that is not directly or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing indirectly a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawSubsidiary; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (ia)(i) the shares of capital stock and other Equity Interests of the Borrower and any wholly-owned Restricted Subsidiary that is also a Material Subsidiary now directly owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all Equity Interests held by it and listed on Schedule I certificates and any other Equity Interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (Av) more than 65% of the issued and outstanding voting Voting Equity Interests of any Material first-tier Foreign Subsidiary that is a direct or indirect any Foreign-Subsidiary of Holdings VHolding Company, (Bw) any of the outstanding Voting Equity Interests of any Foreign Subsidiary that is not a Material first-tier Foreign Subsidiary, (Cx) any Equity Interests to the extent that and for so long as a pledge of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve is prohibited by any Requirements of Law or contract, (y) any Equity Interests to the extent that and for so long as security for such Indebtedness or if the terms a pledge of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of would result in material adverse tax consequences to the Borrower and its subsidiaries, taken as a whole, as reasonably determined in good faith by the Borrower or (z) any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect as to which the Administrative Collateral Agent has confirmed in writing to and the Issuer its determination Borrower reasonably determine that the costs of providing a pledge of its obtaining such security interests in such Equity Interests or perfection thereof is are excessive in view relation to the benefit to the Lenders of the benefits security to be obtained by the secured parties under the Senior Credit Agreement or afforded thereby (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of so long as any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed contractual restriction is not incurred in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and listed opposite the name contemplation of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.entity becoming a

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Pledgor hereby (except in the Guarantees, each Grantor hereby case of Pledged ULC Shares) assigns and (in all cases) pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under under: (ia) all the Equity Interests held directly owned by it and (which such Equity Interests constituting Pledged Stock shall be listed on Schedule I III) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged Equity Stock shall not include include: (Ai) more than any Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary any “first tier” Qualified CFC Holding Company owned by such Pledgor or any of Holdings V, (B) the outstanding Equity Interests of any a Foreign Subsidiary or a Qualified CFC Holding Company that is not a Material “first tier” Foreign SubsidiarySubsidiary or a “first tier” Qualified CFC Holding Company, respectively, owned by such Pledgor, (Cii) any Equity Interests of any Unrestricted Subsidiarythat constitute Excluded Assets or that are not required to be pledged as security for Senior Lender Claims, (Diii) any Equity Interests of any Subsidiary of if, and to the extent that, and for so long as (A) doing so would violate applicable law or a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if contractual obligation binding on such Equity Interests serve as security for and (B) with respect to contractual obligations, such Indebtedness Equity Interests are not in a Wholly Owned Subsidiary and such obligation existed on the Issue Date or if at the terms time of the acquisition of such Indebtedness prohibit Equity Interests and was not created or made binding on such Equity Interests in contemplation of or in connection with the creation acquisition of any other lien on such Equity Interests, (Giv) any Equity Interests of any Indenture Restricted Subsidiary owned by the Issuer or any Indenture Restricted Subsidiary, (v) any Equity Interests of a Person that is not an indirectdirectly or indirectly a Subsidiary or (vi) to the extent applicable with regard to any Obligations, wholly owned Subsidiary of Holdings III, any Designated Securities (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect pledged pursuant to which this clause (a), the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law“Pledged Stock”); (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Grantor on Schedule IIII), (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities; provided that the Pledged Debt Securities shall not include (A) debt securities issued by any Indenture Restricted Subsidiary to the Issuer or any Indenture Restricted Subsidiary, (B) debt securities issued to the Issuer or any Subsidiary Party for so long as a pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Indenture Documents, the Senior Lender Documents or the Junior Lender Documents, (C) any debt securities that constitute Excluded Assets or that are not required to be pledged as security for Senior Lender Claims and (D) to the extent applicable with regard to any Obligations, any Designated Securities (the debt securities pledged pursuant to this clause (b), the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.;

Pledge. As Subject to the immediately following paragraph, as security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuaranteesNoteholder Claims, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai)(A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a Material first tier Foreign Subsidiary, or (CD) any issued and outstanding Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person Qualified CFC Holding Company that is not an indirecta “first tier” Qualified CFC Holding Company, wholly owned (ii) to the extent applicable law_requires that a Subsidiary of Holdings IIIsuch Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (Hiii) (i) if there are outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing a grant of security is not required by reason of Section 3.06 hereof, or (iv) any Equity Interests of a Subsidiary to the Issuer its determination that extent that, as of the costs of providing Issue Date, and for so long as, such a pledge of its such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by would violate applicable law or by agreements containing anti-assignment clauses not overridden by applicable lawan enforceable contractual obligation binding on or relating to such Equity Interests; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.062.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.062.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). The securities of a Subsidiary of the Company will constitute Pledged Collateral only to the extent that such securities can secure the Noteholder Claims without Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency). In addition, notwithstanding anything to the contrary provided herein, in the event that Rule 3-16 of Regulation S-X under the Securities Act 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 governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s securities secure the Noteholder Claims, then the securities of such Subsidiary will not be subject to the Liens securing the Noteholder Claims and will automatically be deemed not to be part of the Pledged Collateral but only to the extent necessary not to be subject to such requirement and only for so long as required to not be subject to the requirement. In such event, this Agreement may be amended or modified, without the consent of any Indenture Secured Party, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Pledged Collateral for the relevant Noteholder Claim. In the event that Rule 3-16 of Regulation S-X under the Securities Act 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 securities to secure the Noteholder Claims in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the securities of such Subsidiary will automatically be deemed to be a part of the Pledged Collateral but only to the extent permitted to not be subject to any such financial statement requirement. In such event, this Agreement may be amended or modified, without the consent of any Indenture Secured Party, to the extent necessary to subject to the Liens under the Pledged Collateral such additional securities. In accordance with the limitations set forth herein, as of the date hereof, the Pledged Collateral will include the securities of the Subsidiaries only to the extent that the applicable value of such securities (on a Subsidiary-by-Subsidiary basis) is less than twenty percent (20%) of the aggregate principal amount of the Notes (including any additional Notes) outstanding. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VHoldings, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VHoldings, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings IIIParent, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer Borrower its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, Lenders and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Foreign Holdings IV (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, including each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the GuaranteesCollateral Agent, each Grantor its successors and assigns, and hereby assigns and pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock owned by it and listed on Schedule I II hereto and any other Equity Interests shares of capital stock of any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (Ai) more than 65% (or such lesser percentage of stock as will not result in the adverse tax consequences to the Pledgor or any other Subsidiary of Catalytica (direct or indirect) or to Catalytica) of the issued and outstanding voting Equity Interests shares of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests stock of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under to the Senior Credit Facilities, Equity Interests of any extent that applicable law requires that a Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured PartiesPledgor issue directors' qualifying shares, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawsuch qualifying shares; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and listed opposite the name of such Grantor the Pledgor on Schedule III hereto (but excluding notes evidencing loans and advances to employees of Catalytica and its subsidiaries as permitted by Section 6.04(h) of the Credit Agreement), (Bii) any debt securities obtained in the future issued to the Pledgor (but excluding notes evidencing loans and advances to employees of Catalytica and its subsidiaries as permitted by such Grantor Section 6.04(h) of the Credit Agreement) and (Ciii) the promissory notes and any other instruments evidencing such debt securities (the “"Pledged Debt”Debt Securities"); (iiic) all other property that may be delivered to and held by the Notes Collateral AgentAgent pursuant to the terms hereof; (ivd) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (ia) and (iib) above; (ve) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) aboveabove (which property does not include Catalytica Combustion's ownership interest in Genxon Power Systems, LLC); and (vif) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held owned by it and (which shall be listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Guarantor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (Cii) to the extent applicable law requires that a Subsidiary of such Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iv) any Equity Interests of any Unrestricted Subsidiarya Subsidiary to the extent that, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) as of the Senior Credit Agreement if Closing Date, and for so long as, such a pledge of such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien would violate a contractual obligation binding on such Equity Interests, (Gv) any Equity Interests of any Person that is not an indirect, wholly owned a Subsidiary of Holdings IIIa Guarantor acquired after the Closing Date if, and to the extent that, and for so long as, (HA) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its such Equity Interests would violate applicable law or perfection thereof is excessive in view any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the benefits to be obtained by acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the secured parties under the Senior Credit Agreement or acquisition of such Subsidiary (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination provided that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and foregoing clause (IB) pledges prohibited by law or by agreements containing anti-assignment clauses shall not overridden by applicable law; (ii) other than apply in the case of Holdings IV a joint venture, including a joint venture that is a Subsidiary) or (Avi) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt securities owned by it and listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (which such Equity Interests constituting Pledged Stock shall be listed on Schedule I III) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting any Equity Interests owned on or acquired after the Closing Date (other than, in the case of any Material Foreign Subsidiary that is a direct shareholder agreements or indirect Subsidiary of Holdings Vother contractual obligations, (Bx) Equity Interests in the Borrower or (y) in the case of any Foreign Subsidiary that person which is not a Material Foreign Wholly-Owned Subsidiary, (C) Equity Interests of any Unrestricted Subsidiaryin such person) in accordance with this Agreement if, and to the extent that, and for so long as doing so would violate applicable law or regulation or a shareholder agreement or other contractual obligation (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vin each case, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant after giving effect to Section 7.03(g) 9-406(d), 9-407(a), 9-408 or 9-409 of the Senior Credit Agreement if New York UCC and other applicable law or similar provisions in similar codes, statutes or laws in other jurisdictions (the “Anti-Non-Assignment Clauses”)) binding on such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect as to which the board of directors or Agent and the senior management of the Issuer has confirmed Borrower shall reasonably determine in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its such Equity Interests or perfection thereof is excessive in view of the benefits to shall be obtained by the Secured Partiesexcluded from Collateral hereunder, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Grantor on Schedule IIII), (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (collectively, the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; above and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary Subsidiary, which pledge shall be duly noted on the share register, if any, of Holdings V, (B) Equity Interests of any Foreign Subsidiary that is not a Material such Foreign Subsidiary, (Cii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing Collateral and Guarantee Requirement or the other paragraphs of Section 5.11 of the Credit Agreement need not be satisfied by reason of Section 5.11(g) of the Credit Agreement, (iv) any Equity Interests of a Subsidiary to the Issuer its determination that extent that, as of the costs of providing Closing Date, and for so long as, such a pledge of its such Equity Interests would violate a contractual obligation binding on or perfection thereof is excessive in view of the benefits relating to be obtained by the secured parties such Equity Interest permitted to exist under the Senior Table of Contents Credit Agreement or (iiv) if there are no outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which the board of directors a person that is not directly or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing indirectly a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawSubsidiary; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuaranteesGuaranty, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) all Equity Interests held by it and in each of its Wholly-Owned Subsidiaries, including, without limitation, the Equity Interests listed on Schedule I and any other Equity Interests in any Wholly-Owned Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings VUnrestricted Subsidiary, (B) Equity Interests of any Foreign Subsidiary that is not a Material De Minimis Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g7.03(h) of the Senior Credit Agreement if such Equity Interests serve are pledged as security for such Indebtedness or and if and for so long as the terms of such Indebtedness prohibit the creation of any other lien Lien on such Equity Interests, (GD) Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests of each Wholly-Owned Foreign Subsidiary (not otherwise excluded from the Pledged Equity) directly held by the Borrower or any Person that is not an indirect, wholly owned Subsidiary of Holdings IIIGuarantor, (HE) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed and the Borrower have determined in their reasonable judgment and agreed in writing to the Issuer its determination that the costs of providing a pledge of its such Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under Lenders therefrom and (F) any assets the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof which is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawLaws; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iviii) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (viv) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Pledgor hereby (except in the Guarantees, each Grantor hereby case of Pledged ULC Shares) assigns and (in all cases) pledges to the Notes Collateral AgentApplicable First Lien Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral AgentApplicable First Lien Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and confirms its prior grants to the Applicable First Lien Representative for the benefit of the Secured PartiesParties in existence at the time of such grants, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (which such Equity Interests constituting Pledged Stock shall be listed on Schedule I III) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged Equity Stock shall not include (Ai) to the extent such pledge is made as security for the payment or performance, as the case may be, of the Obligations of any Domestic Loan Party, more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is Subsidiary, which pledge, except in the case of a direct or indirect Subsidiary pledge of Holdings VPledged ULC Shares, (B) Equity Interests shall be duly noted on the share register, if any, of any Foreign Subsidiary that is not a Material such Foreign Subsidiary, (Cii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iii) any Equity Interests of any Unrestricted Subsidiarya Subsidiary to the extent that, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) as of the Senior Credit Agreement if Closing Date, and for so long as, such a pledge of such Equity Interests serve as security for such Indebtedness would violate a contractual obligation binding on or if the terms of such Indebtedness prohibit the creation of any other lien on relating to such Equity Interests, (Giv) any Equity Interests of any Person that is not an indirect, wholly Indenture Restricted Subsidiary owned by the U.S. Borrower or any Indenture Restricted Subsidiary of Holdings III, or (Hv) (i) if there are outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to U.S. Borrower following a Qualified IPO (the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of pledged pursuant to this clause (a), the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law“Pledged Stock”); (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed opposite the name of such Grantor on Schedule IIII), (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities; provided that the Pledged Debt Securities shall not include debt securities (A) issued by any Indenture Restricted Subsidiary to the U.S. Borrower or any Indenture Restricted Subsidiary or (B) issued by any Foreign Subsidiary to the U.S. Borrower or a Domestic Subsidiary, in the case of this clause (B), for so long as the pledge of such Indebtedness would be deemed an incurrence of Indebtedness under any of the Existing Notes Documents or the New 1-1/2 Lien Notes Documents (the debt securities pledged pursuant to this clause (b), the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Other First Lien Obligations pursuant to the terms of any Other First Lien Agreement, in the event that Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-16”), as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would 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 Governmental Authority) of separate financial statements of any Subsidiary of the Borrowers due to the fact that such Subsidiary’s Equity Interests secure the Other First Lien Obligations affected thereby, then the Equity Interests of such Subsidiary (the “Rule 3-16 Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the relevant Other First Lien Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Rule 3-16 Excluded Collateral in favor of the Applicable First Lien Representative with respect to the relevant Other First Lien Obligations only. 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) any Rule 3-16 Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Obligations (other than the Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Other First Lien Obligations are to be applied by the Applicable First Lien Representative in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Other First Lien Obligations. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral AgentApplicable First Lien Representative, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (ia)(i) the shares of capital stock and other Equity Interests now owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule IV, and (ii) all Equity Interests held by it and listed on Schedule I certificates and any other Equity Interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (A) 66 % or more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, CFC; (B) any Equity Interests if, to the extent, and for so long as, the grant of a Lien thereon to secure the Obligations is prohibited by any Foreign Subsidiary Requirements of Law (other than to the extent that is not a Material Foreign Subsidiary, any such prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (C) Equity Interests in any Person other than wholly owned Subsidiaries of any Unrestricted the Borrower and the Subsidiaries to the extent, and for so long as, not permitted by the terms of such Subsidiary, ’s organizational or joint venture documents; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (D) Equity Interests of any Subsidiary NCR Middle East Limited so long as, and only to the extent that, the pledge of such Equity Interests would result in a Foreign Subsidiary that change of control default under the existing contract to which NCR Middle East Limited is a direct or indirect Subsidiary of Holdings Vparty on the Effective Date, as disclosed to the Administrative Agent; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; (E) Equity Interests of any Foreign Subsidiary that if and for so long as they are Principal Property Collateral pledged pursuant to a Foreign under the Pledge Agreement, ; or (F) any Equity Interests of any Subsidiary acquired pursuant Interest if, to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security extent, and for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interestsso long as, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed and the Borrower shall have agreed in writing to treat such Equity Interest as an Excluded Equity Interest on account of the Issuer its determination that cost of pledging such Equity Interest hereunder (taking into account any adverse tax consequences to the costs Borrower and the Subsidiaries (including the imposition of providing a pledge of its Equity Interests withholding or perfection thereof is other material taxes)) being excessive in view of the benefits to be obtained by the secured parties under Lenders therefrom (the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect excluded pursuant to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, through (BF) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (above being referred to as the “Pledged DebtExcluded Equity Interests”); (iiib) all other property that may be delivered to and held by the Notes Collateral AgentAdministrative Agent pursuant to the terms of this Section 3.01 and Section 3.02; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (i) and (iia) above; (vd) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all in the case of each Pledgor that is a Guarantor, the shares of capital stock and other Equity Interests held owned by it and it, including those listed on Schedule I II and any other Equity Interests obtained in the future by such Grantor Guarantor and the certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary (other than Xxxxx, of which all the issued and outstanding Equity Interests will be pledged), (ii) to the extent applicable law requires that is a direct or indirect Subsidiary of Holdings Vsuch Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (Biii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(h) of the Credit Agreement, (iv) any Equity Interests of any Foreign a Subsidiary that is not a Material Foreign Subsidiaryto the extent that, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) as of the Senior Credit Agreement if Closing Date, and for so long as, such a pledge of such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien would violate a contractual obligation binding on such Equity Interests, (Gv) any Equity Interests of any Person that is not an indirect, wholly owned a Subsidiary of Holdings IIIa Guarantor acquired after the Closing Date pursuant to Section 6.04(j) of the Credit Agreement if, and to the extent that, and for so long as, (HA) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its such Equity Interests would violate applicable law or perfection thereof is excessive in view any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the benefits to be obtained by acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the secured parties under the Senior Credit Agreement or acquisition of such Subsidiary (ii) if there are no outstanding Obligations under the Senior Credit Facilitiesprovided, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and foregoing clause (IB) pledges prohibited by law or by agreements containing anti-assignment clauses shall not overridden by applicable law; (ii) other than apply in the case of Holdings IV a joint venture, including a joint venture that is a Subsidiary) or (Avi) any Equity Interests of a person that is not a Subsidiary; (b)(i) the debt securities owned by it and listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor and (Ciii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the Equity Interests of (i) all each Material Domestic Restricted Subsidiary and Material First Tier Foreign Subsidiary in existence on the date hereof and (x) in the case of certificated Equity Interests held by it constituting Securities, listed in Part A of Schedule II hereto or (y) in the case of Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests, listed on in Part B of Schedule I II hereto, and any other Equity Interests (ii) each Material Domestic Restricted Subsidiary and each Material First Tier Foreign Subsidiary obtained in the future by such Grantor (including the Equity Interests of each Subsidiary that becomes a Material Domestic Restricted Subsidiary or Material First Tier Foreign Subsidiary in the future) and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged EquityStock”); provided provided, however, that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding voting Equity Interests of any Material First Tier Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination extent that the costs of providing applicable law requires that a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured PartiesSubsidiary issue directors’ qualifying shares, and such qualifying shares, (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned Material Debt Securities held by it and such Grantor on the date hereof (including all such Material Debt Securities listed opposite the name of such Grantor on in Part C of Schedule III), (Bii) any debt securities obtained Material Debt Securities in the future by issued to such Grantor and (Ciii) the promissory notes and any other instruments evidencing such debt securities Material Debt Securities (collectively referred to herein as the “Pledged DebtDebt Securities”); , (iiic) all other property that may be delivered to and held by the Notes Collateral Agent; Agent pursuant to the terms of this Section 3.01, (ivd) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; , (ve) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above; , and (vif) all Proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the last paragraph of Section 3.01(a), as security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, Obligations each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I III) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interests of any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, or (CD) any issued and outstanding Equity Interests of any Unrestricted SubsidiaryQualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (Dii) to the extent applicable law requires that a subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests that are not required to be pledged as security for Senior Lender Claims, (iv) any Equity Interests in a person owned on or acquired after the Issue Date in accordance with the Indenture if, and to the extent that, (A) such Equity Interests constitute less than 100% of all applicable Equity Interests of any Subsidiary such person and the persons holding the remainder of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vsuch Equity Interests are not Affiliates, (EB) granting a security interest in such Equity Interests would violate applicable law or a contractual obligation binding on such Equity Interests and (C) with respect to contractual obligations, such obligation existed at the time of acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such person, (v) any Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person person that is not an indirect, wholly owned directly or indirectly a Subsidiary of Holdings III, or (Hvi) any Designated Securities; (b) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule IIII, (Bii) any debt securities obtained obligations in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities” and, together with the property described in clauses (b)(i) and (ii) above, the “Pledged Debt”); provided that (iiix) all other property the Pledged Debt shall exclude (1) the Japan Notes, (2) any debt obligations or instruments that may are not required to be delivered to pledged as security for Senior Lender Claims and held by the Notes Collateral Agent(3) any Designated Securities; (ivc) subject to Section 2.062.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the securities referred to in clauses (i) Pledged Stock and (ii) abovethe Pledged Debt; (vd) subject to Section 2.062.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clause (c) above; and (e) all proceeds of any of the foregoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (ic) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Pledgor hereby (i) confirms and acknowledges the GuaranteesCollateral Agent's continuing security interests, each Grantor hereby assigns for the ratable benefit of the Secured Parties, in all of the collateral secured under the Existing Pledge Security Agreements and pledges (ii) bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (ia) all any shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the "Equity Interests held Interests") owned by it and such Pledgor which are listed on Schedule I II hereto and any other Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “"Pledged Equity”Equity Interests"); provided that (i) Equity Interests having a Fair Market Value of less than $7,500 per issuer are excluded from the security interest created by this Agreement up to a maximum of $50,000 in the aggregate, (ii) Pledged Equity Interests of a Subsidiary of a Pledgor shall not include (A) more than be limited, in the case of foreign subsidiaries, to the pledge of 65% of the issued and outstanding voting common stock of such foreign subsidiary notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock certificate representing in excess of such percentage ownership; (iii) the Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vset forth on Schedule III hereto are excluded from the security interest created by this Agreement, and (Biv) Equity Interests received by a Pledgor pursuant to any distributions made to such Pledgor in respect of any Foreign Subsidiary that is not a Material Foreign Subsidiaryclaims held by such Pledgor against any Person in connection with any process of such person under the Bankruptcy Code, (C) which Equity Interests have been held by such Pledgor for less than thirty (30) days from the date of any Unrestricted Subsidiary, (D) Equity Interests receipt of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for by such Indebtedness or if Pledgor are excluded from the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained Security Interest created by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawthis Agreement; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and which are listed opposite the name of such Grantor Pledgor on Schedule III hereto, (Bii) any debt securities obtained issued to such Pledgor; provided that (1) debt securities having a Fair Market Value of less than $7,500 per issuer or obligor are excluded from the security interest created by this Agreement up to a maximum of $50,000 in the future aggregate and (2) debt securities received by a Pledgor pursuant to any distributions made to such Pledgor in respect of any claims held by such Grantor Pledgor against any Person in connection with any process of such person under the Bankruptcy Code, which debt securities have been held by such Pledgor for less than thirty (30) days from the date of receipt of such debt securities are excluded from the security interest created by this Agreement , and (Ciii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”)securities; (iiic) all other property that may be delivered to and held by the Notes Collateral AgentAgent pursuant to the terms hereof; (ivd) subject to Section 2.067 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (ia) and (iib) above; (ve) subject to Section 2.067 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above; and (vif) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD Without limiting the Pledged Collateralforegoing, together with all rightthe Collateral Agent is hereby authorized to file one or more financing statements, title, interest, powers, privileges and preferences pertaining continuation statements or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, other filings or documents for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Pledgor, foreverwithout the signature of any Pledgors, subject, however, to and naming any Pledgor or the terms, covenants Pledgors as debtors and conditions hereinafter set forththe Collateral Agent as secured party.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, whether now owned or hereafter acquired, all of such Grantor’s right, title and interest in, to and under (a) (i) all Equity Interests held by it and listed on Schedule I and (ii) any other Equity Interests obtained in the future by such Grantor and, in each case, the certificates, instruments and the certificates agreements representing all such Equity Interests (the foregoing clauses (i) and (ii) collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any (x) each Restricted Subsidiary that is a Material Foreign Subsidiary that is directly owned by the Parent Borrower, the Co-Borrower or by any Subsidiary Guarantor (provided, that in the case of Par Formulations Private Limited, such security interest shall be limited to approximately 64.9% of the issued and outstanding Equity Interests of such Restricted Subsidiary) and (y) each Restricted Subsidiary that is a direct Material Domestic Subsidiary that is directly owned by the Parent Borrower, the Co-Borrower or indirect by any Subsidiary Guarantor and that is treated as a disregarded entity for United States Federal income tax purposes and substantially all of Holdings Vthe assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are CFCs and any other assets incidental thereto, (B) Equity Interests of any Foreign Subsidiary that is not a Person other than Material Foreign SubsidiarySubsidiaries, (C) Equity Interests of any Unrestricted Person (other than a wholly-owned Restricted Subsidiary), to the extent (x) not permitted or restricted by the terms of such Person’s Organization Documents or joint venture documents or other agreements with holders of such Equity Interests (other than any such agreement where all of the equity holders party thereto are Loan Parties) or (y) the pledge of such Equity Interest (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Loan Parties or such Restricted Subsidiary, (D) any Equity Interests Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder (x) is prohibited by any applicable Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Law) or (y) would violate the terms of any Subsidiary written agreement, license or lease with respect to such asset or would require consent, approval, license or authorization (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws) or would give rise to a Foreign Subsidiary termination right pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the UCC or other applicable Laws), in each case, (a) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness and (b) only to the extent that such limitation on such pledge or security interest is a direct or indirect Subsidiary otherwise permitted under Section 7.09 of Holdings Vthe Credit Agreement, (E) any Equity Interests of any Foreign Subsidiary Interest that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed shall have reasonably determined, in writing consultation with the Parent Borrower, to treat as an Excluded Equity Interest for purposes hereof because the Issuer its determination that cost of pledging or perfecting such Equity Interest hereunder outweighs the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the practical benefits to be obtained by the Secured PartiesParties therefrom, (F) any Equity Interest the pledge of which would result in a material adverse tax consequence to Holdings, the Parent Borrower or any of its Subsidiaries, as reasonably determined by the Parent Borrower in consultation with the Administrative Agent, (G) any Equity Interests of any Securitization Subsidiary to the extent prohibited by the terms of any Qualified Securitization Financing (after giving effect to the relevant provisions of the UCC or other applicable Laws), (H) any Margin Stock and (I) pledges prohibited by law or by agreements containing anti-assignment any other Equity Interests that constitute Excluded Assets (any Equity Interests excluded pursuant to clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) through (I) above, the debt securities “Excluded Equity Interests”; provided, however, that Excluded Equity Interests shall not include any Proceeds, substitutions or replacements of any Excluded Equity Interests referred to in the foregoing clauses (A) through (I) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Equity Interests referred to in the foregoing clauses (A) through (I) )); (b)(i) the Promissory Notes and any Instruments evidencing Indebtedness for borrowed money owned by it and as of the date hereof (including those listed opposite the name of such Grantor on Schedule I, 5 to the Perfection Certificate) and (Bii) any debt securities Promissory Notes and Instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (the foregoing clauses (i) and (Cii) the promissory notes and any other instruments evidencing such debt securities (collectively, the “Pledged Debt”); (iiic) all other property that may be delivered to and held by the Notes Collateral AgentAdministrative Agent pursuant to the terms of this Section 2.01; (ivd) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ia), (b) and (iic) above; (ve) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above; and (vif) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing ((1) the items referred to in clauses (ia) through (vif) above above, (2) all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto and (3) all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt, being collectively referred to as the “Pledged Collateral”; provided that Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, including each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the GuaranteesCollateral Agent, each Grantor its successors and assigns, and hereby assigns and pledges grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (ia) all Equity Interests held the shares of capital stock or other equity interests owned by it and listed on Schedule I II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Equity”"PLEDGED STOCK"); provided PROVIDED that the Pledged Equity Stock shall not include (Ai) more than 65% of the issued and outstanding shares of voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (B) Equity Interests stock of any Foreign Subsidiary unless (x) reasonably requested by the Collateral Agent and (y) to the extent that is not a Material Foreign Subsidiarysuch pledge may be accomplished without causing adverse tax consequences to the Borrower; PROVIDED, (C) Equity Interests of HOWEVER, that, following any Unrestricted Subsidiarysuch pledge, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms Borrower notifies the Collateral Agent that the continuing existence of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that pledge is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect reasonably likely to which the Administrative Agent has confirmed in writing cause adverse tax consequences to the Issuer its determination that Borrower, then, so long as no Event of Default shall have occurred and be continuing, the costs of providing a Collateral Agent shall promptly release such pledge of its Equity Interests or perfection thereof is excessive in view of to the benefits extent necessary to be obtained by the secured parties under the Senior Credit Agreement eliminate such adverse tax consequences, or (ii) if there are no outstanding Obligations under to the Senior Credit Facilities, Equity Interests of any extent that applicable law requires that a Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests Pledgor issue directors' qualifying shares or perfection thereof is excessive in view of the benefits to be obtained by the Secured Partiesinterests, and (I) pledges prohibited by law such qualifying shares or by agreements containing anti-assignment clauses not overridden by applicable lawinterests; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (Bii) any debt securities obtained in the future by such Grantor issued to the Pledgor and (Ciii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”"PLEDGED DEBT SECURITIES"); (iiic) all other property that may be delivered to and held by the Notes Collateral AgentAgent pursuant to the terms hereof; (ivd) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (ia) and (iib) above; (ve) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ia), (iib), (iiic) and (ivd) above; and (vif) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vif) above being collectively referred to as the “"COLLATERAL"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "PLEDGED SECURITIES") shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Collateral”)Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; SUBJECT, subject, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) any issued and outstanding Equity Interests of any Subsidiary of a Foreign Subsidiary Qualified CFC Holdings Company that is not a direct “first tier” Qualified CFC Holding Company or indirect Subsidiary of Holdings V, (E) any Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreementin Tyco Adhesives Korea Ltd., (Fii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing Collateral and Guarantee Requirement or the other paragraphs of the respective Sections 5.10 of each Credit Agreements need not be satisfied by reason of Section 5.10(h) of each Credit Agreement, (iv) any Equity Interests of a Subsidiary to the Issuer its determination that extent that, as of the costs of providing Closing Date, and for so long as, such a pledge of its such Equity Interests would violate a contractual obligation binding on or perfection thereof is excessive in view of the benefits relating to be obtained by the secured parties under the Senior Credit Agreement such Equity Interests, or (iiv) if there are no outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which the board of directors a person that is not directly or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing indirectly a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawSubsidiary; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3.0 million, and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to the terms of the Intercreditor Agreements and the immediately following paragraph, as security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings Vdirectly owned by such Grantor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Grantor, (C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) any issued and outstanding Equity Interests of any Subsidiary of a Foreign Subsidiary Qualified CFC Holdings Company that is not a direct “first tier” Qualified CFC Holding Company or indirect Subsidiary of Holdings V, (E) any Equity Interests in NIM Holdings Limited, Bxxxx Plastics Acquisition Corporation II, Bxxxx Plastics Acquisition Corporation XIV, LLC, Bxxxx Plastics Asia Pte. Ltd., or Ociesse s.r.l.; (ii) to the extent applicable law requires that a Subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares; (iii) any Equity Interests that would not be required to be pledged, pursuant to Section 4.15(c) of the Indenture, if hereafter acquired, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Issue Date, and for so long as, such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests; (v) any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person person that is not an indirectdirectly or indirectly a Subsidiary; and (vi) any Equity Interests or other securities of any of the Company’s Subsidiaries to the extent that the pledge of such securities results in the Company’s being required to file separate financial statements of such Subsidiary with the SEC, wholly owned Subsidiary of Holdings III, but only to the extent necessary not to be subject to such requirement and only for so long as such requirement is in existence; (Hb) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (ii) other than in the case of Holdings IV (A) the debt securities owned by it and obligations listed opposite the name of such Grantor on Schedule III, (Bii) any debt securities obtained in the future by issued to such Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Grantor, shall be limited to 65% of the amount outstanding thereunder), and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). In addition, notwithstanding anything to the contrary provided herein, in the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) 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 governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s securities secure the Obligations, then the securities of such Subsidiary will not be subject to the Liens securing the Obligations and will automatically be deemed not to be part of the Collateral but only to the extent necessary not to be subject to such requirement and only for so long as required to not be subject to the requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the relevant Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act and the Exchange Act (or any successor regulation) 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 securities to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the securities of such Subsidiary will automatically be deemed to be a part of the Collateral but only to the extent permitted to not be subject to any such financial statement requirement. TO HAVE AND TO HOLD HOLD, to the extent consistent with the terms of the Intercreditor Agreements, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, including the Guarantees, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, permitted assigns for the benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (ia) all the Equity Interests held directly owned by it and (including those listed on Schedule I II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any Material “first tier” Foreign Subsidiary that is a direct directly owned by such Pledgor or indirect Subsidiary of Holdings V, (B) any issued and outstanding Equity Interests Interest of any Foreign Subsidiary that is not a Material “first tier” Foreign Subsidiary, (Cii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing Collateral and Guarantee Requirement or any provision of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iv) any Equity Interests of a Subsidiary to the Issuer its determination that extent that, as of the costs of providing Closing Date, and for so long as, such a pledge of its such Equity Interests would violate a contractual obligation binding on or perfection thereof is excessive in view of the benefits relating to be obtained by the secured parties under the Senior Credit Agreement such Equity Interests, or (iiv) if there are no outstanding Obligations under the Senior Credit Facilities, any Equity Interests of any Subsidiary with respect to which the board of directors a person that is not directly or the senior management of the Issuer has confirmed in writing to the Trustee and the Notes Collateral Agent its reasonable determination that the costs of providing indirectly a pledge of its Equity Interests or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable lawSubsidiary; (ii) other than in the case of Holdings IV (Ab)(i) the debt securities owned by it and obligations listed opposite the name of such Grantor Pledgor on Schedule III, (Bii) any debt securities obtained obligations in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million (which pledge, in the case of any intercompany note evidencing debt owed by such Grantor a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (Ciii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities obligations (the “Pledged DebtDebt Securities”); (iii) all other property that may be delivered to and held by the Notes Collateral Agent; (ivc) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (ia) and (iib) above; (vd) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ia), (ii), (iiib) and (ivc) above; and (vie) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (ia) through (vie) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, Agent and its successors and assigns, permitted assigns for the benefit of the Secured Parties, forever, ; subject, however, to the terms, covenants and conditions hereinafter set forth.