Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II), (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided, however, that the Pledged Stock shall not include (b) x) more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iy) an Excluded Asset, (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it such Grantor on the date hereof and listed on Schedule II and any other equity interests Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the debt securities listed opposite the name issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such Grantor on Schedule II, limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) any debt securities in the future issued Excluded Equity Interests; (b) all other property that may be delivered to such Grantor represented and held by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (Collateral Agent pursuant to the “Pledged Debt Securities”)terms of this Section 3.01; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and or (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses clause (a), (b) and or (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 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, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted 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 (aa)(i) the shares Equity Interests of capital stock and other equity interests any Subsidiary owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) subject to Section 2.02, the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); (b)(i) the debt securities and Instruments owned by such Grantor, including those listed opposite the name of such Grantor on Schedule I hereto, (ii) any debt securities and Instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities Grantor, and (iii) subject to Section 2.02 the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; (e) the Intercompany Note; and (ef) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned (i) all Equity Interests held by it and (including those Equity Interests listed on Schedule II II) and (ii) any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) foregoing clauses (i) and (ii) collectively, the debt securities “Pledged Equity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; (b)(i) the Promissory Notes and any Instruments evidencing indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule II, ) and (ii) any debt securities Promissory Notes and Instruments evidencing indebtedness obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities (the foregoing clauses (i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt SecuritiesDebt”), in each case including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) 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 (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (ef) 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 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 Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and it, including those that are listed on Schedule II II, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); (b)provided that the Pledged Equity shall not include Excluded Assets; (iii) the debt securities owned by it, including those listed opposite the name of such Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing Indebtedness owed to it or obtained in the future by such debt securities, if any Grantor (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (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 (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) 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 Collateral 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 or performance, as the case may be, in full of the Secured Obligations, each Grantor including the Guarantees, Holdings hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in (i) all of such Grantor’s Holdings’ right, title and interest in, to and under (a) all Equity Interests issued by the shares of capital stock and other equity interests owned by it and listed on Schedule II Borrower and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests successor entity (the “Pledged StockEquity”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Equity; (d), subject to Section 2.06(d), iii) all rights and privileges of such Grantor Holdings with respect to the securities and other property referred to in clauses (a), (bi) and (cii) above; and (eiv) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (eiv) 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 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 all Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II and II, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b) (ib)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) 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 and other property referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (e) above being collectively referred to as the “foregoing, Pledged Collateral”)Collateral and Pledged Debt Securities shall not include Excluded Assets of any kind.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the 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 (a) the shares of capital stock and other equity interests Equity Interests in each first-tier Foreign Subsidiary directly owned by it and (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II II) and any other equity interests Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests; provided that the pledged Equity Interests (the “Pledged Stock”)shall not include any Excluded Securities; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule IIsubject to Section 2.05, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) 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 clause (a) and (b) above; (d), c) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (cb) above; and (ed) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged CollateralStock”). TO HAVE AND TO HOLD the Pledged Stock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the 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, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (aa)(i) the shares Equity Interests now or at any time hereafter owned by or on behalf of capital stock such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all certificates and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged Stock”); (b)provided that the Pledged (i) the debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to such Grantor represented by a all promissory note or notes and other instrument instruments evidencing all such debt securities ((i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt Securities”); (c) all other property of such Grantor that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01 or Section 3.02; (d) subject to Section 3.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Stock and (b) abovePledged Debt Securities; (d), e) subject to Section 2.06(d)3.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests of a Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”), provided that the Pledged Stock shall not include more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in issued after the future issued Effective Date to such Grantor represented by a promissory note or other instrument evidencing such debt securities Holdings, the Borrower and each Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.06, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of any subsidiaries owned by it and listed on Schedule II and any other equity interests Equity Interests of any subsidiaries obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include more than 66% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities (other than Permitted Investments) in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) 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 (a) and (b) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 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 performancePledgor hereby conveys, as the case may bepledges, in full of the Obligations, each Grantor hereby assigns and pledges transfers to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesParty, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesParty, a valid, first priority security interest in, all of such Grantor’s (the "Security Interest") in Pledgor's right, title title, interest in and interest in, to and under the following (the "Pledged Collateral"): (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor Pledged Shares and the certificates representing the Pledged Shares, all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, securities, instruments and other property from time to time receivedpaid, receivable payable or otherwise distributed in respect of, of or in exchange for all or upon any part of the conversion ofPledged Shares and all proceeds thereof; and (b) all securities issued by Secured Party, or any successor thereto, from time to time acquired by Pledgor in substitution for or with respect to any of the securities described in Section 2(a) above, including without limitation all stock of Secured Party, all securities convertible into or exchangeable for such stock and all options, warrants and other rights to purchase such stock, all certificates and instruments representing such securities, together with the interest coupons (if any) attached thereto, and all other Proceeds received in respect ofdividends, the securities referred to in clauses (a) and (b) above; (d)cash, subject to Section 2.06(d)securities, all rights and privileges of such Grantor with respect to the securities instruments and other property referred from time to time paid, payable or otherwise distributed in clauses (a), (b) respect of or in exchange for any or all of such securities and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”)proceeds thereof.

Pledge. As security for the payment or performance, as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests directly owned by it and (including those listed on Schedule II II) and any other equity interests Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (bi) (A) (i) the debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such Pledgor having, in the case of each instance of debt securities securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 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 (a) and (b) above; (d), ) subject to Section 2.06(d)3.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ec) 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 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, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted 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 (aa)(i) the shares Equity Interests of capital stock and other equity interests any Subsidiary owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule IIII hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); (b)(i) the debt securities and Instruments owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities and Instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities Grantor, and (iii) the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and it, including those that are listed on Schedule II II, and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); (b)provided that the Pledged Equity shall not include Excluded Assets; (iii) (A) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (iiB) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing Indebtedness owed to it (including those listed on Schedule II) or obtained in the future by such debt securities, if any Grantor (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 and Section 2.02; (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 (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) 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 Collateral 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 or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns as security and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 under: (aa)(i) the shares of capital stock and other equity interests Equity Interests now or at any time hereafter owned by it and listed or on Schedule II and any other equity interests obtained in the future by behalf of such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) any debt securities in the future issued to all certificates and other instruments representing all such Grantor represented by a promissory note or other instrument evidencing such debt securities Equity Interests ((i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt SecuritiesEquity Interests”); provided that the Pledged Equity Interests shall not include Equity Interests in any Person that constitute Excluded Equity Interests; (b) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (c) subject to Section 3.05, all payments of principal dividends or interestother distributions, dividends, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Equity Interests; (d), ) subject to Section 2.06(d)3.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, pledges and hereby grants to the 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 under: (aa)(i) the shares of capital stock and other equity interests Equity Interests now or at any time hereafter owned by it and listed or on Schedule II and any other equity interests obtained in the future by behalf of such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed Grantor, including those set forth opposite the name of such Grantor on Schedule II, II and (ii) any debt securities all certificates and other instruments representing all such Equity Interests (the items referred to in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities (i) and (iiiii) the promissory notes and any other instruments evidencing such debt securities, if any (being collectively called the “Pledged Debt SecuritiesEquity Interests”); provided that (A) the Grantors shall not be required to pledge voting Equity Interests in any first-tier CFC in excess of the amount of such Equity Interests constituting 65% of the total combined voting power of all classes of Equity Interests entitled to vote, and (B) no Subsidiary shall be required to pledge any Equity Interests (or any other assets) owned by a CFC; (b) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (c) subject to Section 3.05, all payments of principal dividends or interestother distributions, dividends, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Equity Interests; (d), ) subject to Section 2.06(d)3.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or and performance, as the case may be, in full of the Revolver Obligations, each Grantor Pledgor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and which are listed on Schedule II hereto and any other equity interests Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “"Pledged Stock”Interests"); provided that the Pledged Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Foreign Subsidiary, (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation or (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities owned by it which are listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Interests, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and 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. The pledge of the Pledged Securities is subject to the terms and conditions of that certain Option Agreement dated September 21, 1998, as amended on September 22, 2000, September 25, 2001, and October 25, 2001, among Tokuyama Corporation, Marubeni Corporation, Marubeni America Corporation, the Borrower and MEMC Pasadena. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and it, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 3.03, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.03, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor including the Guaranteed Obligations, Parent hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in (i) all of such GrantorParent’s right, title and interest in, to and under (a) all Equity Interests issued by the shares of capital stock and other equity interests owned by it and listed on Schedule II Borrower and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests successor entity (the “Pledged StockEquity”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Equity; (d), subject to Section 2.06(d), iii) all rights and privileges of such Grantor Parent with respect to the securities and other property referred to in clauses (a), (bi) and (cii) above; and (eiv) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (eiv) 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 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 Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II 4.1 and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockSecurities”); provided that the Pledged Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (b) ) (i) the debt securities listed opposite the name of such Grantor on Schedule II4.1, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”“); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 4.1, (d) subject to Section 4.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)4.6, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and 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 (a) the shares of capital stock and other equity interests Equity Interests owned by it on the date hereof (including Equity Interests owned by it and listed on Schedule II 10(a) to the Perfection Certificate) and any other equity interests Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Stock”); (b) (ib)(i) the debt securities listed opposite obligations owed to each Pledgor on the name of such Grantor on Schedule IIdate hereof, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 3.05 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 (a) and (b) above; (d), ) subject to Section 2.06(d)3.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary herein, the terms “Pledged Collateral”, “Pledged Stock” and “Pledged Debt” shall not include Excluded Property.

Pledge. As security for the payment or performanceObligations, as the case may be, in full Sands hereby pledges and assigns to Administrative Agent on behalf of the Obligations, each Grantor hereby assigns Lenders and pledges grants to the Collateral Agent, its successors and assigns, for the benefit Administrative Agent on behalf of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Lenders a security interest in, in all of such Grantor’s right, title and interest in, of Sands in and to and under the property described in Subparagraphs (a) - (e) below, whether now owned or hereafter acquired (collectively and severally, the “Collateral”): (a) All shares of stock issued by any corporation or other entity in which Sands currently has, or in the future may acquire an interest (including the shares of capital stock of Rail City acquired on the Acquisition Date), including the shares of stock described in Attachment 1 hereto (all such shares, whether now owned or hereafter acquired, whether certificated or uncertificated and whether or not described in Attachment 1, to be referred to herein collectively as the “Pledged Shares”); (b) All other equity interests owned by it certificated and listed on Schedule II uncertificated securities and any other evidence of an equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b)interest; (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments All obligations owed by any Subsidiary of principal Sands to Sands, including those relating to or interestresulting from any Investments in such Subsidiary, together with any instruments, promissory notes or other documents evidencing such obligations; (d) All dividends, cash, instruments instruments, products, accessions, rents, profits, income, interest, earnings, revenues, benefits, substitutions and replacements of and to, and other property from time to time received, receivable or otherwise distributed or distributable in respect of, of or in exchange for or upon any of the conversion of, and all other Proceeds received property described in respect of, the securities referred to in clauses (a) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses Subparagraphs (a), (b) and or (c) above; and and (e) all Proceeds of any All proceeds of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”)foregoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted 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 (aa)(i) the shares Equity Interests of capital stock and other equity interests any Subsidiary owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) subject to Section 2.02 the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); (b)(i) the debt securities and instruments owned by such Grantor, including those listed opposite the name of such Grantor on Schedule I hereto, (ii) any debt securities and instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) subject to Section 2.02 the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or performancepayment, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the other Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the other Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests all Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and and, as reasonably requested by the Administrative Agent, the certificates or other instruments representing all such Equity Interests (the “Pledged Stock”); (b), provided that the Pledged Stock shall not include (i) the debt securities all Indebtedness of Parent, any Borrower or any other Subsidiary that is evidenced by a promissory note, owing to any Loan Party and constitutes Collateral and listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”), provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a pledge or grant of a security interest in any Pledged Collateral if and for so long as the Administrative Agent, in consultation with the US Borrower, reasonably determines that the cost to any Borrower of creating or perfecting a pledge or security interest in such Pledged Collateral (taking into account any adverse tax consequences to Parent, the Borrowers and the other Subsidiaries (including the imposition of withholding or other material taxes on Lenders)) shall be commercially unreasonable in view of the benefits to be obtained by the Lenders therefrom. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the other Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b)and (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities or intercompany loans or advances in the future issued to or held by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) 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 Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests of any Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note the Borrower or other instrument evidencing such debt securities any Subsidiary and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Parent hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (aa)(i) the shares CAC Loans and (ii) each and every CAC Note Document; (b) all Equity Interests of capital stock and other equity interests US Holdco directly owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”"PLEDGED STOCK"); (b) (i) PROVIDED that the debt securities listed opposite Pledged Stock shall not include to the name of extent applicable law requires that US Holdco issue directors' qualifying shares, such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note shares or nominee or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)similar shares; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities securities, instruments and agreements referred to in clause (a) and (b) above; (d) subject to Section 3.06, all rights and privileges of Parent with respect to the securities, instruments and agreements referred to in clauses (a) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged "COLLATERAL"). TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors, 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 ObligationsSecured Obligations (including the Guaranty) when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise), each Grantor of the Grantors hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (ai) the shares of capital stock and other equity interests owned all Capital Stock held by it and that is listed on Schedule II I and any all other equity interests obtained Capital Stock in the future Borrower, in any Individual Borrower (as defined in the Mortgage Loan Agreement), in any direct or indirect parent of any Individual Borrower (as defined in the Mortgage Loan Agreement) and in the Operating Lessee (as defined in the Mortgage Loan Agreement) obtained by such Grantor from time to time, and the certificates representing all of the foregoing Capital Stock (all such Equity Interests Capital Stock and certificates referred to in this clause (i), the “Pledged StockEquity”); (b)provided that the Pledged Equity shall not include Excluded Property; (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in all other property that may be delivered to and held by the future issued Administrative Agent pursuant to such Grantor represented by a promissory note or other instrument evidencing such debt securities and the terms of this Section 3.01; (iii) the promissory notes and any other instruments evidencing such debt securitiessubject to Section 3.06, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (bi) above; ; (d), iv) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and and (ev) all Proceeds of any of the foregoing foregoing, (the items referred to in clauses (ai) through (ev) 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 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 Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (ii) any Equity Interests of a Person that is not a Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 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 general and continuing collateral security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and 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”) owned by it such Pledgor and listed on Schedule II hereto and any other equity interests Equity Interests obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Stock; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Note Guarantor, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares or (iii) any shares or other Equity Interests or debt securities issued by any Excluded Subsidiary (as defined in the Credit Agreement). Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary of the Issuer shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), when considered in the aggregate with all other capital stock or other securities of such Subsidiary subject to a security interest under the Indenture, does not exceed 19.99% of the principal amount of the then outstanding Notes issued by the Issuer; provided, 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 Issuer due to the fact that such Subsidiary’s Pledged Stock or Pledged Debt Securities secure the Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further, in such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to release the security interests on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. Any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by (a) stock powers of attorney duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. If the constating documents of any Person listed under the heading “Issuer” in Schedule II hereto restrict the transfer of the securities of such Issuer, then the Pledgor will also deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such Issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of the Collateral by the Collateral Agent upon a realization on the security constituted hereby in accordance with this Agreement. Each Pledgor confirms that value has been given by the Collateral Agent and the Secured Parties to the Pledgor, that the Pledgor has rights in the Collateral (other than after-acquired property) and that the Pledgor and the Collateral Agent have not agreed to postpone the time for attachment of the security interests created by this Agreement to any of the Collateral. The security interests created by this Agreement will have effect and be deemed to be effective whether or not the Obligations or any part thereof are owing or in existence before or after or upon the date of this Agreement. TO HAVE AND TO HOLD the Collateral, in accordance with, and to the extent consistent with, the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor the Borrower hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantorthe Borrower’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests now owned or at any time hereafter acquired by it and listed the Borrower, including those set forth on Schedule II I and any (ii) all certificates and other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); (b) (ib)(i) the debt securities listed opposite now owned or at any time hereafter acquired by the name of such Grantor on Schedule II, Borrower and (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the all promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (d) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor the Borrower with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and it, including but not limited to those listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests (the “Pledged Stock”); (b) provided, that the Pledged Stock shall not include (i) Equity Interests of Wolverine China Investments LLC, or (ii) Equity Interests of any Person of which the Indenture Parties individually or in the aggregate do not own in excess of 50% of the issued and outstanding Equity Interests of such Person and the pledge or other Lien upon such Equity Interest is prohibited pursuant to a bona fide agreement with any such Person; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 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 (including Section 7.13).

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each the Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such the Grantor’s right, title and interest in, to and under under: (aa)(i) the shares Equity Interests now or at any time hereafter owned by or on behalf of capital stock the Grantor, including those set forth on Schedule I, and (ii) all certificates and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates instruments, if any, representing all such Equity Interests ((i) and (ii) collectively, the “Pledged StockEquity Interests”); (b) (i) the debt securities listed opposite now owned or at any time hereafter acquired by the name of such Grantor Grantor, including those set forth on Schedule III, and (ii) any debt securities in the future issued to such Grantor represented by a all promissory note or notes and other instrument instruments evidencing all such debt securities ((i) and (iiiii) the promissory notes and any other instruments evidencing such debt securitiescollectively, if any (the “Pledged Debt Securities”); (c) all other property of the Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (d) subject to Section 3.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) abovePledged Debt Securities; (d), e) subject to Section 2.06(d)3.05, all rights and privileges of such the Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (cd) above; (f) the Assigned Agreements, and (eg) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (eg) above being collectively referred to as the “Pledged Collateral”); provided that in no event shall the Pledged Equity Interests, the Pledged Debt Securities or the Pledged Collateral include any Excluded Property.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 (a) the all shares of capital stock and other equity interests Equity Interests owned by it and (including those listed on Schedule II II) and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary that is a CFC or any Equity Interests of a Subsidiary that is owned, directly or indirectly, by a CFC, or (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares; (b) (i) the all debt securities owned by it (including those listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (d), subject to Section 2.06(d), e) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II and II, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets; (b) (ib)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”; provided that the Pledged Debt Securities shall not include any Excluded Assets); (c) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”)foregoing.

Pledge. (i) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor including the Guarantees of the Guarantors, Holdings hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Holdings’ right, title and interest in, to and under (a) all Equity Interests issued by the shares of capital stock and other equity interests owned by it and Parent Borrower listed on Schedule II I hereto and any other equity interests Equity Interests issued by the Parent Borrower obtained in the future by such Grantor Holdings and the certificates representing all such Equity Interests (the “Pledged StockEquity”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued subject to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiesSection 2.05, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Equity; (d), iii) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor Holdings with respect to the securities and other property referred to in clauses (a), (bi) and (cii) above; and (eiv) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (eiv) 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 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 Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and including those listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); (b); (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”").

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby collaterally assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted 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 (aa)(i) the shares Equity Interests of capital stock and other equity interests any Subsidiary owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any other Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) subject to Section 2.02 the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged Equity Interests”); (b)(i) the debt securities and instruments owned by such Grantor, including those listed opposite the name of such Grantor on Schedule I hereto, (ii) any debt securities and instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities Grantor, and (iii) subject to Section 2.02 the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; and (e) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such the Grantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II 4 and (ii) any other equity Equity Interests exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other NHL affiliated entities) or constituting Core Collateral, in each case, obtained in the future by such the Grantor and the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such the Grantor on Schedule II5, (ii) any debt securities in the future issued to such the Grantor represented by a promissory note exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other instrument evidencing such debt securities NHL affiliated entities) and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”), it being understood and agreed that the Pledged Debt Securities shall not include debt securities issued to the Grantor by its Affiliates; (c) 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 (a) and (b) above; (d), ) subject to Section 2.06(d)2.06, all rights and privileges of such the Grantor that are described in Section 2.06 with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or and performance, as the case may be, in full of the Investor Revolver Obligations, each Grantor Pledgor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and which are listed on Schedule II hereto and any other equity interests Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “"Pledged Stock”Interests"); provided that the Pledged Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Foreign Subsidiary, (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation r (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) the debt securities owned by it which are listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred ref erred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Interests, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and 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 secur ities 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. Any security interest granted hereunder shall be subject to the prior lien and security interest granted under the Bank Loan Documentation as security for the payment or performance, as the case may be, in full of the Bank Revolver Obligations (the "Senior Security Interest"). TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantorthe Pledgor’s right, title and interest in, to and under (ai) the shares all Equity Interests of capital stock and other equity interests owned Targa Resources Inc. (“OpCo”) held by it and listed on Schedule II I and any other equity interests Equity Interests of OpCo obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); (b) (iii)(A) the debt securities representing Indebtedness of OpCo to the Pledgor held by the Pledgor listed opposite the name of such Grantor on Schedule III, (iiB) any debt securities representing Indebtedness of OpCo to the Pledgor obtained in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iiiC) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt SecuritiesDebt”); (ciii) any other Indebtedness owed to the Pledgor by, or other Investments in, OpCo, (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 and other property referred to in clauses (ai), (ii) and (biii) above; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Canadian Secured Obligations, each Grantor hereby assigns assigns, pledges and pledges hypothecates to the Collateral Administrative Agent, its successors and permitted assigns, for the rateable benefit of the Secured Parties, and hereby grants and hypothecates to the Collateral Administrative Agent, its successors and permitted assigns, for the rateable benefit of the Secured Parties, a security interest in, in all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it as of the Effective Date and listed opposite the name of such Grantor on Schedule II and II, (ii) any other equity interests Equity Interests of Foreign Subsidiaries obtained in the future by such Grantor (to the extent that such Equity Interests are not otherwise pledged pursuant to Section 2.01 of the Domestic Security Agreement) and (iii) the certificates representing all such Equity Interests (the “Pledged Stock”); , (b) (ib)(i) the debt securities owned by it as of the Effective Date and listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01, (d) subject to Section 2.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)2.07, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Administrative Agent, its successors and assigns, for the rateable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests of any Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note the Borrower or other instrument evidencing such debt securities any Subsidiary and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, the term “Pledged Collateral” shall not include any Excluded Borrower Stock. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the 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, each Grantor Pledgor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, Secured Party for the benefit of the Secured Partiesitself and its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and assigns, Secured Party for the benefit of the Secured Partiesitself and its successors and permitted assigns, a security interest in, all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares Pledged Interests, (b) forty nine percent (49%) of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates Pledgor, (c) the certificates, if any, or other instruments representing all such Equity Interests Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank to the Pledgor (all the foregoing collectively referred to herein as the “Pledged StockEquity Interests”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (iid) any debt securities in the future issued subject to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiesSection 2.05, if any (the “Pledged Debt Securities”); (c) 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 Pledged Equity Interests, (ae) and (b) above; (d), subject to Section 2.06(d)2.05, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Equity Interests and other property referred to in clauses (a)) through (d) above, (b) and (c) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (ia)(i) the debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such Pledgor having, in the case of each instance of debt securities securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (cb) subject to Section 3.05 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 clause (a) and (b) above; (d), c) subject to Section 2.06(d)3.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (cb) above; and (ed) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the extent consistent with the terms of the Secured Notes Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (ai)(x) the shares of capital stock and other equity interests Equity Interests owned by it and including those listed on Schedule II and II, (y) any other equity interests Equity Interests obtained in the future by such Grantor and (z) the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); (b) (iii)(x) the debt securities owned by it, including those listed opposite the name of such Grantor on Schedule II, (iiy) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiz) the promissory notes and any other instruments evidencing all such debt securities, if any securities (the “Pledged Debt Securities”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01(a); (iv) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (d), v) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”) (b) Notwithstanding the foregoing, the capital stock and securities of any Guarantor will constitute Pledged Collateral (or Article 9 Collateral, as the case may be) with respect to the Notes only to the extent that the securing of the Notes Obligations with such capital stock and securities would not require such Guarantor to file separate financial statements with the SEC under Rule 3-16 of Regulation S-X under the Securities Act. Subject to 3.01(d), in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation that would require) the filing with the SEC of separate financial statements of any Guarantor due to the fact that such Guarantor’s capital stock and securities secure the Notes Obligations, then the capital stock and securities of such Guarantor shall automatically be deemed not to be part of the Pledged Collateral and, to the extent previously delivered to the Collateral Agent, the certificates evidencing all such capital stock and securities shall be returned to such Guarantor (but only to the extent necessary for such Guarantor to not be subject to such requirement to provide separate financial statements) and such excluded portion of the capital stock and securities is referred to as the “Excluded Stock Collateral”. In such event, the Security Documents may be amended, modified or supplemented, without the consent of any Secured Party, to the extent necessary to release the security interests on the Excluded Stock Collateral. 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 that would permit) any Guarantor’s Excluded Stock Collateral to secure the Notes Obligations in excess of the amount then pledged without the filing with the SEC of separate financial statements of such Guarantor, then the capital stock and securities of such Guarantor shall automatically be deemed to be a part of the Pledged Collateral (but only to the extent possible without such Guarantor becoming subject to any such filing requirement). In such event, the Security Documents may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Liens under the Security Documents such additional capital stock and securities. (c) In addition, Pledged Collateral shall not include (and no security interest shall be granted in) (1) the Equity Interests in Partners Insurance Company, a Hawaii corporation and (2) any right, title or interest in or under any capital stock or other Equity Interests in any Persons that are bona fide joint ventures with third parties to the extent, but only to the extent, that such a grant is expressly prohibited by the organizational documents governing such Person. (d) Notwithstanding the foregoing, unless and until the Discharge of LC Facility Obligations has occurred, any Pledged Collateral (or Article 9 Collateral, as the case may be) that would otherwise become Excluded Stock Collateral pursuant to Section 3.01(b) shall remain Pledged Collateral (or Article 9 Collateral, as the case may be) granted hereunder to secure the LC Facility Obligations.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests of a Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"), provided that the Pledged Stock shall not include more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in issued after the future issued Effective Date to such Grantor represented by a promissory note or other instrument evidencing such debt securities Holdings, the Borrower and each Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such the Grantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II 4 and (ii) any other equity Equity Interests exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other NHL affiliated entities) or constituting Core Collateral, in each case, obtained in the future by such the Grantor and the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such the Grantor on Schedule II5, (ii) any debt securities in the future issued to such the Grantor represented by a promissory note exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other instrument evidencing such debt securities NHL affiliated entities) and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”), it being understood and agreed that the Pledged Debt Securities shall not include debt securities issued to the Grantor by its Affiliates; (c) 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 (a) and (b) above; (d), ) subject to Section 2.06(d)2.06, all rights and privileges of such the Grantor that are described in Section 2.06 with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties; subject, however, to the terms, covenants and conditions set forth in this Agreement and the other Loan Documents.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and 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”) owned by it such Pledgor and listed on Schedule II hereto and any other equity interests Equity Interests obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Shares; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Note Guarantor or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares. Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary of the Issuer shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), when considered in the aggregate with all other capital stock or other securities of such Subsidiary subject to a security interest under the Indenture, does not exceed 19.99% of the principal amount of the then outstanding Notes issued by the Issuer; provided, 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 Issuer due to the fact that such Subsidiary’s Pledged Stock or Pledged Debt Securities secure the Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further, in such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to release the security interests on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall 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 then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, in accordance with, and to the extent consistent with, the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding Equity Interests entitled to vote (bwithin the meaning of Treasury Regulation § 1.956-2(c) ) of any (i) Foreign Subsidiary or (ii) upon and following 2006 Credit Agreement Termination, any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes that holds more than 65% of the Capital Stock of a Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each the Grantor hereby assigns and pledges to the Collateral Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such the Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and the Grantor in Mergeco on the date hereof (such Equity Interests listed on Schedule II I), and any other equity interests obtained in (ii) the future by such Grantor and the certificates certificate(s) representing all such Equity Interests (the “Pledged Stock”); Interests, (b) (i) the debt securities listed opposite the name of such Grantor on Schedule IIsubject to Section 2.06, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities Equity Interests referred to in clause (a) above, (c) subject to Section 2.06, all rights and privileges of the Grantor with respect to the Equity Interests and other property referred to in clauses (a) and (b) above; , and (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) 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 Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and it, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary (bx) that is a Foreign Subsidiary, (y) that is a subsidiary of a Foreign Subsidiary, directly or indirectly, or (z) substantially all assets of which consist of the stock and debt of entities described in clauses (x)-(z) ; (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securities, if any securities (the “Pledged Debt Securities”); (c) subject to Section 3.03, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.03, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Parent hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, a security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (aa)(i) the shares CAC Loans and (ii) each and every CAC Note Document; (b) all Equity Interests of capital stock and other equity interests US Holdco directly owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); (b) (i) provided that the debt securities listed opposite Pledged Stock shall not include to the name of extent applicable law requires that US Holdco issue directors' qualifying shares, such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note shares or nominee or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)similar shares; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities securities, instruments and agreements referred to in clause (a) and (b) above; (d) subject to Section 3.06, all rights and privileges of Parent with respect to the securities, instruments and agreements referred to in clauses (a) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ed) above being collectively referred to as the “Pledged "Collateral”"). TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Creditors, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and it, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary (bx) that is a Foreign Subsidiary, (y) that is a subsidiary of a Foreign Subsidiary, directly or indirectly, or (z) substantially all assets of which consist of the stock and debt of entities described in clauses (x)-(y) ; (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule IIowned by it, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securities, if any (the “Pledged Debt Securities”); (c) subject to Section 3.03, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.03, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. (a) As security for the payment or performance, as the case may be, and performance in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit all of the Secured PartiesObligations (as defined in the Security Agreement), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over, delivers and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Security Trustee a security interest in, first priority Lien in all of such Grantor’s right, title and interest of the Pledgor which presently exist or hereafter arise in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b)following: (i) 100% of the debt securities listed opposite beneficial interest in the name of such Grantor on Schedule II, Trust under and as defined in the Trust Agreement (the “Beneficial Interest”), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any of or upon all the conversion of, and Beneficial Interest, (iii) all certificates or other Proceeds received in respect of, instruments or documents representing any of the securities referred to in clauses foregoing, (aiv) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor the Pledgor with respect to the securities Beneficial Interest and the other property referred to in clauses (a), i) through (b) and (ciii) above; and , and (ev) all Proceeds proceeds of any of the foregoing and any property of any character whatsoever into which any of the foregoing may be converted (the all items referred to in clauses (ai) through (ev) above being hereinafter collectively referred to as the “Pledged Collateral”). (b) For the avoidance of doubt, Excluded Payments (as defined in the Security Agreement) and any supplemental rent, maintenance reserves and security deposits payable to the Owner Trustee under the relevant Lease (received as distributions or otherwise) shall not be Pledged Collateral. (c) The Pledgor hereby confirms, as of the date hereof, that it does not hold any certificate(s) in respect of the Beneficial Interest or certificates or other instruments or documents representing the other Pledged Collateral.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; provided, further, that the Pledged Stock shall not include the Equity Interests of Knoll Muebles y Sistemas S.A. so long as all such Equity Interests are sold in compliance with the terms of the Credit Agreement; (b) (ib)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.1; (d) subject to Section 3.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.6, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b), (i) the debt securities listed opposite the name of such the Grantor on Schedule III, (ii) any debt securities in the future issued to such the Grantor represented by a promissory note Holdings, the Borrower or other instrument evidencing such debt securities any Subsidiary and (iii) the certificates, promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) 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 (a) and (b) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such the Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the ObligationsObligations (as defined below), each Grantor UTEL hereby assigns transfers, grants, bargains, sells, conveys, hypothe­cates, pledges, sets over and pledges to the Collateral Agentdelivers unto BBC, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral AgentBBC, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such GrantorUTEL’s right, title and interest in, to and under (a) ), the shares of capital stock and or other equity interests of ZZZ owned by it and listed on Schedule II UTEL and any other equity interests shares of ZZZ obtained in the future by such Grantor UTEL and the certificates representing all such Equity Interests shares, membership interests or other equity interests (collectively, the “"Pledged Stock”"); (b) (i) the all debt securities listed opposite the name of such Grantor on Schedule IIissued by ZZZ owned by UTEL, (ii) any debt securities in the future issued to such Grantor represented UTEL by a promissory note or other instrument evidencing such debt securities ZZZ and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by BBC pursuant to the terms hereof; (d) sub­ject to Section 5, all payments of principal or interest, dividends, cash, instruments instru­ments and other property from time to time received, receivable receiv­able or otherwise distributed distrib­uted, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor UTEL with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively collec­tively referred to as the "Collateral"). Upon delivery to BBC, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to BBC and by such other instruments and documents as BBC may reasonably request in order to give effect to the pledge granted hereby and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by UTEL and such other instruments or documents as BBC may reasonably request in order to give effect to the pledge granted hereby. 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 and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. “Pledged Obligations” shall mean all monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contin­gent, fixed or other­wise (including monetary obligations incurred during the pendency of any bank­ruptcy, insolvency, receiver­ship or other similar proceeding, regard­less of whether allowed or allow­able in such proceeding) of UTEL to ZZZ under the Contribution Agreement. TO HAVE AND TO HOLD the Collateral”), together with all right, title, interest, powers, privileges and prefer­ences pertaining or incidental thereto, unto BBC, its successors and assigns, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such the Grantor’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under (ai) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such the Grantor and the certificates certificates, if any, representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) (A) any debt securities in the future issued to such the Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiB) the promissory notes and any other instruments Instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.05, all payments of principal or interest, dividends, cash, Instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i), (ii) and (iii) above; (v) subject to Section 2.05, all rights and privileges of the Grantor with respect to the securities and other property referred to in clauses (i), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”); and (b) as security for the payment or performance, as the case may be, in full of the Member Obligations, the Member hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of Member’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) any Equity Interests in the Grantor and the certificates, if any, representing all such Equity Interests, (ii) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities Equity Interests referred to in clauses clause (a) and (b) above; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (ci) above; and (eiii) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (eii) above being collectively referred to as the “Member Pledged Equity Interests”). TO HAVE AND TO HOLD the Pledged Collateral”), the Member Pledged Equity Interests, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the 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 all Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II and II, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b) (ib)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) 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 and other property referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (e) above being collectively referred to as the “foregoing, Pledged Collateral”)Collateral shall not include Excluded Assets of any kind.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under (ai) the shares of capital stock and other equity interests owned all Equity Interests held by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Equity shall not include (b)A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of any Subsidiary of a Foreign Subsidiary and (C) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower; (iii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt SecuritiesDebt”); ; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 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 (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) 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 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 or performance, as the case may be, in full of the Obligations and, subject to Section 5.06, the Senior Note Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of any Material Subsidiary or Receivables Subsidiary directly owned by it and listed on Schedule II and any other equity interests Equity Interests in a Material Subsidiary or Receivables Subsidiary obtained in the future by such Grantor and the certificates certificates, if any, representing all such Equity Interests (the “"Pledged Stock”"); provided that, subject to Section 5.15 of the Credit Agreement, the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary Holding Company or any Foreign Subsidiary; (b) (i) all other property that may be delivered to and held by the debt securities listed opposite Collateral Agent pursuant to the name terms of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”)this Agreement; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “"Pledged Collateral”"); subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding Equity Interests entitled to vote (bwithin the meaning of Treasury Regulation § 1.956-2(c) ) of any (i) Foreign Subsidiary or (ii) any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes that holds more than 65% of the Capital Stock of a Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 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 all Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties a security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities Grantor, including those listed opposite the name of such Grantor on Schedule IIII (as supplemented from time to time in accordance with this Agreement), (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets (the Equity Interests excluded pursuant to this proviso being referred to as the “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II (as supplemented from time to time in accordance with this Agreement), (ii) any debt securities in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) 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 and other property referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (e) above being collectively referred to as the “foregoing, Pledged Collateral”)Collateral and Pledged Debt Securities shall not include Excluded Assets of any kind.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each the Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such the Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II I and any other equity interests Equity Interests in the Guarantors obtained in the future by such the Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”Interests"); , (b) (i) all other property at any time held directly by the debt securities listed opposite Borrower representing any interest in property of either Guarantor, either Colonial Pipeline Entity or the name Explorer Pipeline Entity, or the proceeds of such Grantor on Schedule IIany dividend, (ii) any debt securities in distribution or transfer of property to the future issued to such Grantor represented Borrower by a promissory note either Guarantor, either Colonial Pipeline Entity or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securitiesExplorer Pipeline Entity, if any (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).,

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of Subsidiaries owned by it and it, including those listed on Schedule II and any other equity interests Equity Interests of Subsidiaries obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) provided that the Pledged Stock shall not include (i) the debt securities listed opposite the name any Equity Interests of such Grantor on Schedule IIImmaterial Domestic Subsidiaries, (ii) more than 65% of the issued and outstanding voting Equity Interests of any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and Foreign Subsidiary, (iii) any Equity Interests of any Foreign Subsidiary that is (y) organized in Australia or (z) not a Significant Foreign Subsidiary or (iv) any Equity Interests of Symbol de Mexico and Symbol Technologies, C.V.; (b) all other property that may be delivered to and held by the promissory notes and any other instruments evidencing such debt securities, if any (Collateral Agent pursuant to the “Pledged Debt Securities”)terms of this Section 3.01; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (d), ) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 under: (a) (i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor including those listed opposite the name of such Grantor on Schedule II and II, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates certificates, if any, representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include Excluded Equity Interests. (b) ) (i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securities, if any securities (the “Pledged Debt Securities”); ; (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; (f) the Intercompany Note; and and (eg) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (ia)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (b) all other property that may be delivered to and held by the “Pledged Debt Securities”); Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02, (c) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; , (d), ) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; , and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) 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 Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b)its (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments instruments, if any, evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 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 Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d3.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under under: (ai)(x) the shares of capital stock and other equity interests Equity Interests owned by it and including those listed on Schedule II and II, (y) any other equity interests Equity Interests obtained in the future by such Grantor and (z) the certificates representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); (b) (iii)(x) the debt securities owned by it, including those listed opposite the name of such Grantor on Schedule II, (iiy) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiz) the promissory notes and any other instruments evidencing all such debt securities, if any securities (the “Pledged Debt Securities”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01(a); (iv) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (d), v) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (evi) above being collectively referred to as the “Pledged Collateral”) (b) Notwithstanding the foregoing, the capital stock and securities of any Guarantor will constitute Pledged Collateral (or Article 9 Collateral, as the case may be) with respect to the Notes only to the extent that the securing of the Notes Obligations with such capital stock and securities would not require such Guarantor to file separate financial statements with the SEC under Rule 3-16 of Regulation S-X under the Securities Act. Subject to 3.01(d), in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation that would require) the filing with the SEC of separate financial statements of any Guarantor due to the fact that such Guarantor’s capital stock and securities secure the Notes Obligations, then the capital stock and securities of such Guarantor shall automatically be deemed not to be part of the Pledged Collateral and, to the extent previously delivered to the Collateral Agent, the certificates evidencing all such capital stock and securities shall be returned to such Guarantor (but only to the extent necessary for such Guarantor to not be subject to such requirement to provide separate financial statements) and such excluded portion of the capital stock and securities is referred to as the “Excluded Stock Collateral”. In such event, the Security Documents may be amended, modified or supplemented, without the consent of any Secured Party, to the extent necessary to release the security interests on the Excluded Stock Collateral. 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 that would permit) any Guarantor’s Excluded Stock Collateral to secure the Notes Obligations in excess of the amount then pledged without the filing with the SEC of separate financial statements of such Guarantor, then the capital stock and securities of such Guarantor shall automatically be deemed to be a part of the Pledged Collateral (but only to the extent possible without such Guarantor becoming subject to any such filing requirement). In such event, the Security Documents may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Liens under the Security Documents such additional capital stock and securities. (c) In addition, Pledged Collateral shall not include (and no security interest shall be granted in) (1) the Equity Interests in Partners Insurance Company, a Hawaii corporation and (2) any right, title or interest in or under any capital stock or other Equity Interests in any Persons that are bona fide joint ventures with third parties to the extent, but only to the extent, that such a grant is expressly prohibited by the organizational documents governing such Person. (d) Notwithstanding the foregoing, unless and until the Discharge of Revolving Facility Obligations has occurred, any Pledged Collateral (or Article 9 Collateral, as the case may be) that would otherwise become Excluded Stock Collateral pursuant to Section 3.01 (b) shall remain Pledged Collateral (or Article 9 Collateral, as the case may be) granted hereunder to secure the Revolving Facility Obligations.

Pledge. As security for To secure the due and punctual payment or performance, as the case may be, in full and performance of Company’s obligations under the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agentpledges, its successors and hypothecates, assigns, for the benefit of transfers and delivers unto the Secured PartiesParty, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Party a security interest in, all of such Grantor’s right, title and interest in, to and under in the following: (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in Exhibit A attached hereto (the future by such Grantor “Pledged Securities”) and the certificates representing or evidencing the Pledged Securities, and all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule IIcash, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments rights and other property at any time and form time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Securities; (b) all other property hereafter delivered to the Secured Party in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovethereof; (d), subject to Section 2.06(d), all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and and (c) above; and (e) all Proceeds proceeds of any all of the foregoing (the items referred to in clauses (a) through (e) above all such Pledged Securities, additional shares, certificates, instruments, cash, securities, interest, dividends, rights and other property being collectively referred to as called the “Pledged Collateral”); to have and to hold such Collateral, together with all rights, titles, interests, privileges and preferences pertaining or incident thereto, unto the Secured Party, its successors and assigns, subject, however, to the terms and conditions hereafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II and any other equity interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); (b)security (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 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 Collateral Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (d) 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 (a) and (b) above; (d), e) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the 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 under: (a) (i) the shares of capital stock and other equity interests Equity Interests owned by it and such Grantor including those listed opposite the name of such Grantor on Schedule II and II, (ii) any other equity interests Equity Interests obtained in the future by such Grantor and (iii) the certificates certificates, if any, representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Equity Interests shall not include Excluded Equity Interests. (b) ) (i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing all such debt securities, if any securities (the “Pledged Debt Securities”); ; (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 3.01 or Section 3.02; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; (f) the Intercompany Note; and and (eg) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided that the term “Pledged Collateral” shall not include any non-U.S. assets of a Grantor that would otherwise constitute Pledged Collateral if, and to the extent that, such non-U.S. assets are effectively charged, pledged or otherwise secured pursuant to any Foreign Pledge Agreement or Foreign Security Agreement.

Pledge. As security for the payment or performanceObligations and subject to and in accordance with the provisions of this Agreement, as including without limitation Section 7 hereof, the case may bePledgor hereby pledges, in full of the Obligationsgrants, each Grantor hereby assigns assigns, hypothecates, transfers and pledges delivers to the Collateral Agent, for its successors benefit and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first priority security interest inin the following, all of such Grantor’s right, title and interest in, to and under whether now owned or existing or hereafter acquired or arising or wherever located (the "Collateral"): (a) the shares of capital stock Pledged Shares and other equity interests owned by it and listed on Schedule II each certificate representing the Pledged Shares and any other equity interests obtained interest of the Pledgor in the future by such Grantor and entries on the certificates representing books of any financial intermediary pertaining to the Pledged Shares, and, subject to Section 7 hereof, all such Equity Interests (the “Pledged Stock”); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock of the Company from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares) and each certificate representing such additional shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and, subject to Section 7 hereof, all dividends, cash, options, warrants, rights, instruments and other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of such shares; (c) all Additional Collateral acquired by the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledgor; and (d), ) subject to Section 2.06(d)7 hereof, all rights and privileges Proceeds of such Grantor with respect to the securities and other property referred to items described in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothe xxxxx, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i), more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares or (iii) the Irish Shares or the Related Rights (as both terms are defined hereinafter); (b) (i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above and the Irish Shares and the Related Rights referred to in Section 1.2 below, 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.

Pledge. As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, hypothecates and pledges to pledges, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests owned by it and listed on Schedule II hereto and any other equity interests shares of capital stock of the Borrower or any Subsidiary of Holdings obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) (i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities (other than promissory notes received in connection with loans permitted under Section 6.04(g) of the Credit Agreement) in the future held by or issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)5, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged 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 or note powers, as applicable, duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other equity interests Equity Interests of a Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”), provided that the Pledged Stock shall not include (i) more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; or (b)ii) the Pledged Stock of any Person that is not a direct or indirect wholly-owned subsidiary of the Issuer to the extent the grant of such security interest would (A) constitute a violation of a valid and (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in issued after the future issued Effective Date to such Grantor represented by a promissory note or other instrument evidencing such debt securities Holdings, the Borrower and each Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral AgentLender, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral AgentLender, 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 (aa)(i) the shares of capital stock and other equity interests Capital Stock owned by it and Grantor on the date hereof (including all such Capital Stock listed on Schedule II I), (ii) any other Capital Stock obtained after the Closing Date by Grantor and (iii) the certificates and any other equity interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests Capital Stock (all the foregoing collectively referred to herein as the “Pledged Stock”); , (b) (i) the debt securities listed opposite the name of such held by Grantor on the date hereof (including all such debt securities listed on Schedule III), (ii) any debt securities in the future issued to such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Lender pursuant to the terms of this Section 2.01 and Section 2.02, (d) subject to Section 2.07, all payments of principal or interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (d), e) subject to Section 2.06(d)2.07, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; , and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”). For the avoidance of doubt, Pledged Stock, Pledged Debt Securities, and Pledged Collateral shall not include any of the aforementioned items with respect to Facebank AG per Section 5.19 of this Agreement. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Lender, its successors and assigns, forever; subject, however, to the terms, covenants and conditions set forth herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other equity interests Equity Interests owned by it and listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Equity shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b) (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor represented by a promissory note Parent, the Borrower or other instrument evidencing such debt securities any Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), e) subject to Section 2.06(d)3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (cd) above; and (ef) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (ef) 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 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 of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under (ain each case, as applicable): (i) the shares of capital stock and other equity interests owned all Equity Interests held by it and that are listed on Schedule II and any other equity interests Equity Interests obtained in the future by such Grantor and the certificates and any other instruments representing all such Equity Interests (the “Pledged StockEquity”); (b)) of any Subsidiary; (iii) (A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (iiB) any debt securities obtained in the future issued to by such Grantor represented by a promissory note or other instrument evidencing such debt securities and (iiiC) the promissory notes and any other instruments evidencing such debt securities, if any securities (the “Pledged Debt SecuritiesDebt”); ; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 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 (ai) and (bii) above; ; (d), v) subject to Section 2.06(d)2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (iii) and (civ) above; and and (evi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, no pledge or security interest is or will be granted pursuant hereto in any right, title or interest of any Grantor in any Excluded Property.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted 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 (aa)(i) the shares Equity Interests of capital stock and other equity interests any Subsidiary owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II and I hereto, (ii) any other equity interests Equity Interests of any Subsidiary obtained in the future by such Grantor and (iii) subject to Section 2.02, the certificates or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged StockEquity Interests”); (b) (i) the debt securities and Instruments owned by such Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any debt securities and Instruments in the future issued to or otherwise acquired by such Grantor represented by a promissory note or other instrument evidencing such debt securities Grantor, and (iii) subject to Section 2.02 the promissory notes and any other instruments evidencing all such debt securitiessecurities (collectively, if any (the “Pledged Debt Securities”); (c) subject to Section 2.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d), ) subject to Section 2.06(d)2.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) ), and (c) above; (e) the Intercompany Note; and (ef) all Proceeds of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (e) above (the items referred to in clauses (a) through (ef) above being collectively referred to as the “Pledged Collateral”); provided that none of “Pledged Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a grant of a security interest in, any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each the Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, in all of such the Grantor’s right, title and interest in, to and under under (ai) all Equity Interests of Opco held by it, including without limitation the shares of capital stock and other equity interests owned by it and Equity Interests that are listed on Schedule II I hereto, and any other equity interests Equity Interests of Opco obtained in the future by such the Grantor and the certificates representing all such Equity Interests of Opco (collectively, the “Pledged StockEquity”); (b); (i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in all other property that may be delivered to and held by the future issued Administrative Agent pursuant to such Grantor represented by a promissory note or other instrument evidencing such debt securities and the terms of this Section 2.01; (iii) the promissory notes and any other instruments evidencing such debt securitiessubject to Section 2.06, if any (the “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (bi) above; ; (d), iv) subject to Section 2.06(d)2.06, all rights and privileges of such the Grantor with respect to the securities and other property referred to in clauses (ai), (bii) and (ciii) above; and and (ev) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (ev) 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 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.